Affirmed and Majority and Concurring and Dissenting Opinions filed April
30, 2014.




                                In The

                 Fourteenth Court of Appeals

                          NO. 14-13-00132-CV


                  K.R. THIAGARAJAN, APPELLANT

                                  V.
                  SHARMA TADEPALLI, APPELLEE

                   On Appeal from 23rd District Court
                        Brazoria County, Texas
                      Trial Court Cause No. 64983


                          NO. 14-13-00133-CV


                 SHARMA TADEPALLI, APPELLANT

                                  V.

        THE SRI MEENAKSHI TEMPLE SOCIETY, APPELLEE
                          On Appeal from 23rd District Court
                               Brazoria County, Texas
                             Trial Court Cause No. 64983

CONCURRING AND DISSENTING OPINION
       To determine the merits of the defamation claims asserted by the director of
a non-profit corporation that owns and operates the Hindu temple, against the
former secretary of that corporation, the trial court would have to resolve a
religious controversy. Therefore, in Cause No. 14-13-00132-CV, it is proper to
affirm the trial court’s dismissal of the defamation claims. But, the third-party
indemnity claims asserted by the former secretary can be determined under neutral
principles of law, without resolving any religious controversy. For this reason, in
Cause No. 14-13-00133-CV, this court should reverse the trial court’s dismissal of
these third-party claims and remand the indemnity claims for further proceedings.


                            Ecclesiastical Abstention Doctrine

       The Free Exercise Clause of the First Amendment to the United States
Constitution provides that “Congress shall make no law respecting an
establishment of religion, or prohibiting the free exercise thereof.”1                        This
constitutional prohibition precludes civil courts from inquiring into matters
concerning “‘theological controversy, church discipline, ecclesiastical government,
or the conformity of the members of a church to the standard of morals required of
1
  U.S. Const. amend I. Appellee, the Sri Meenakshi Temple Society, did not invoke article I,
section 6 of the Texas Constitution as a basis for dismissing the third-party claims against it, and
this court need not address the extent to which any ecclesiastical abstention doctrine under the
Texas Constitution is broader than the ecclesiastical abstention doctrine under the Free Exercise
Clause of the United States Constitution. See U.S. Const. amend I.; Tex. Const. art. I, § 6.

                                                 2
them.’”2 Determining the reach of subject-matter jurisdiction in disputes involving
religious organizations requires consideration of competing demands.3 Courts do
not have jurisdiction to decide questions of an ecclesiastical or inherently religious
nature.4 Yet, Texas courts are duty-bound to exercise jurisdiction vested in them
by the Texas Constitution and cannot delegate their judicial prerogative when
jurisdiction exists.5       Properly exercising jurisdiction requires courts to apply
neutral principles of law to non-ecclesiastical issues involving religious entities in
the same manner as they apply those principles to other entities and issues. 6 Thus,
a court may interpret church documents in purely secular terms, without relying on
religious precepts in resolving the conflict.7 If, however, a court cannot determine
an issue without resolving a religious controversy, the court must defer to the
resolution of the issue by the appropriate ecclesiastical decision makers.8 To
resolve this question, courts must look to the substance and effect of the complaint,
not its emblemata, to determine its ecclesiastical implication.9


                                       Indemnity Claims

          In the trial court, Sharma Tadepalli, the appellant in Cause No. 14-13-
00133-CV, asserted third-party claims against the appellee, The Sri Meenakshi


2
 Serbian E. Orthodox Diocese v. Milivojevich, 426 U.S. 696, 713–14 (1976) (quoting Watson v.
Jones, 80 U.S. (13 Wall.) 679, 733 (1872)).
3
    Masterson v. Diocese of Nw. Tex., 422 S.W.3d 594, 601 (Tex. 2013).
4
    See id. at 605.
5
    See id. at 606.
6
    See id.
7
    See id; Lacy v. Bassett, 132 S.W.3d 119, 123 (Tex. App.—Houston [14th Dist.] 2004, no pet.).
8
    See Masterson, 422 S.W.3d at 605–06; Lacy, 132 S.W.3d at 123.
9
    See Lacy, 132 S.W.3d at 123.

                                                 3
Temple Society (hereinafter the “Temple Society”), seeking indemnity for all
sums, including defense costs and expenses, Tadepalli may be compelled to pay as
a result of the lawsuit against him by K.R. Thiagarajan, the appellant in Cause No.
14-13-00132-CV. Tadepalli identified two sources as the alleged bases for his
indemnity claims: (1) the Temple Society’s articles of incorporation, under which
the Temple Society may indemnify a person against whom suit was filed because
the person is or was an officer of the Temple Society and (2) common law, under
which Tadepalli asserts the Temple Society must indemnify him because, at the
time of the occurrence made the basis of Thiagarajan’s lawsuit, Tadepalli allegedly
was acting as an agent or vice-principal of the Temple Society, and his actions
allegedly were done in furtherance of the Temple Society’s business.


         As the majority points out, Tadepalli alleged that the statements of which
Thiagarajan complained in his lawsuit concerned matters related to the conduct and
governance of the Temple Society and to other ecclesiastical matters, but this
allegation does not mandate the conclusion that a court cannot determine
Tadepalli’s indemnity claims without resolving a religious controversy. Instead,
this allegation is consistent with Tadepalli’s contention that his allegedly
actionable conduct was conduct within the scope of his work as secretary of the
Temple Society, and that Tadepalli was sued because he is or was an officer of the
Temple Society. Applying neutral principles of law, the trial court can determine
whether Tadepalli’s allegedly actionable conduct was conduct within the scope of
his work as secretary of the Temple Society and whether Tadepalli was sued
because he is or was an officer of the Temple Society.10 The trial court need not




10
     See Lacy, 132 S.W.3d at 124–26.

                                          4
resolve any religious controversies to do so.11


          Likewise, to the extent Tadepalli’s alleged entitlement to indemnity under
the articles of incorporation conflicts with the permissive nature of indemnification
under these articles, neutral principles of law can be applied to give effect to the
Temple Society’s right to decide not to grant indemnification under these articles.12
Before the Temple Society may indemnify Tadepalli based upon this permissive-
indemnification provision, a Texas statute requires a determination that Tadepalli
“acted in good faith.”13 Presuming for the sake of argument that Tadepalli would
have to show that he acted in good faith to recover under his indemnity claim
based on the articles of incorporation, this issue is not inextricably intertwined with
the ecclesiastical nature of the emails at issue. This court need not decide whether
the contents of the Temple Society’s library comports with the Hindu religion to
determine whether Tadepalli acted in good faith in making the allegedly
defamatory statements. Applying neutral principles of law, the trial court can
determine whether Tadepalli acted in good faith and whether he acted within the
scope of his duties as secretary, without resolving any religious controversies.14


          As to Tadepalli’s claims for common-law indemnity, Tadepalli relies upon a
line of cases in which courts have held that an agent is entitled to indemnity from
the principal for liability arising from the agent’s conduct performed in the good


11
     See id.
12
     See id.
13
   Tex. Bus. Orgs. Code Ann. § 8.101(a)(1)(A) (West 2014); See Elizabeth S. Miller, Fiduciary
Duties, Exculpation, and Indemnification in Texas Business Organizations, in CHOICE &
ACQUISITION OF ENTITIES IN TEXAS, 1,7 (State Bar of Texas, 2014) available at
http://www.baylor.edu/law/faculty/doc.php/117971.pdf.
14
     See Lacy, 132 S.W.3d at 124–26.

                                             5
faith execution of the agency relationship.15 This court, however, has concluded
that the Supreme Court of Texas has abrogated this line of cases and that, as to
claims that are subject to the comparative-responsibility statute, an agent is not
entitled to indemnity under this line of cases and may obtain common-law
indemnity only if the agent is held vicariously liable for the conduct of the
principal.16 Thiagarajan’s defamation claims are subject to the comparative-
responsibility statute.17 Under Thiagarajan’s live petition, Thiagarajan did not seek
to impose liability on Tadepalli for the Temple Society’s conduct, and Tadepalli
does not allege in his third-party petition that Thiagarajan sought to impose
liability on Tadepalli for the Temple Society’s conduct. Therefore, the trial court
may determine the merits of Tadepalli’s common-law indemnity claims under
these neutral principles of law, without addressing whether Tadepalli acted in good
faith, and without resolving a religious controversy.18


                                         Conclusion

         This court correctly affirms the trial court’s dismissal of Thiagarajan’s
claims against Tadepalli in Cause No. 14-13-00132-CV, and I concur in this
court’s judgment in that case. I respectfully dissent, however, as to this court’s
affirmance of the trial court’s dismissal of the third-party indemnity claims in
Cause No. 14-13-00133-CV.             The trial court may exercise jurisdiction over
Tadepalli’s third-party indemnity claims against the Temple Society consistent
15
  See Oats v. Dublin Nat’l Bank, 90 S.W.2d 824, 829 (Tex. 1936); Mercedes-Benz of No. Am.,
Inc. v. Dickenson, 720 S.W.2d 844, 858 (Tex. App.—Fort Worth 1986, no writ).
16
  See Chrisman v. Electrastart of Houston, Inc., No. 14-02-00516-CV, 2003 WL 22996909, at
*3–4 (Tex. App.—Houston [14th Dist.] Dec. 23, 2003, no pet.) (mem. op.).
17
  See Tex. Civ. Prac. & Rem. Code Ann. §33.002 (West 2014); Dugger v. Arredondo, 408
S.W.3d 825, 831 (Tex. 2013).
18
     See Lacy, 132 S.W.3d at 124–26; Chrisman, 2003 WL 22996909, at *3–4.

                                               6
with the Free Exercise Clause. Therefore, the trial court erred in dismissing these
claims for lack of jurisdiction, and this court should reverse the trial court’s
judgment and remand these claims.




                                      /s/ Kem Thompson Frost
                                      Chief Justice



Panel consists of Chief Justice Frost and Justices Boyce and Jamison. (Boyce, J.,
majority).




                                         7
