Windermere appeal hearing set
By Don Hinkle
KANSAS CITY – Oral arguments have been set for Nov. 25 in the Western District of the Missouri Court of Appeals regarding the Missouri Baptist Convention’s (MBC) appeal of a Cole County Circuit Court ruling that Windermere Baptist Conference Center’s board of trustees acted legally when it changed its articles of incorporation without convention approval.
The hearing before a three-judge panel here will be the latest in an eight-year legal battle between the MBC and five breakaway agencies with an estimated combined value of about $230 million: Windermere, The Baptist Home, Word & Way, Missouri Baptist Foundation and Missouri Baptist College.
“The MBC won the last time we were in the appeals court, and we remain confident in our legal position,” said Michael Whitehead, MBC lead counsel in the case.
Attorneys for the MBC and Windermere have already filed legal arguments with the appeals court. On Nov. 25 attorneys for both sides will have about 15 minutes to present oral arguments and answer any questions from the three-judge panel tasked with hearing the case. The three judges assigned include Chief Judge Thomas Newton, Judge James M. Smart, Jr., and Judge James Welsh.
Whitehead said a decision from the court could come anytime from one to a few months.
Meanwhile, a lawsuit filed in Camden County Circuit Court by the MBC is moving forward as attorneys for the MBC and Windermere await a judge’s ruling on several procedural motions. Among them: Windermere’s motion to dismiss the case in Camden County because of the ruling in Cole County.
The 941 acres of Windermere property acquired and mortgaged by Springfield Developer William Jester in 2006 faced a foreclosure last November, and again in August 2008. Jester’s company, Windermere Development Company, LLC, acquired title to the land in February 2006, from National City Bank, who acquired it from Windermere Baptist Conference Center. The foreclosure proceedings have not affected the 300-plus acres retained by the conference center corporation.
The land at stake was originally purchased in 1957 by the MBC, which transferred title in March 2001 to a new corporation, Windermere Baptist Conference Center, whose trustees were to be elected by the Convention, to manage the property for the Convention. That corporation board changed its charter to be a self-perpetuating board in July 2001, breaking ties with the Convention and claiming title to the 1,300-acre facility.
After borrowing more than $20 million in 2003, the Windermere board defaulted on its loan to National City Bank (NCB). In November 2005, the breakaway board conveyed the 941 acres of undeveloped land to NCB by a “deed in lieu of foreclosure.” In February 2006, NCB conveyed the 941 acres to Windermere Development Company, LLC, which was newly formed by Jester. The plan at the time was for Jester to build town houses, villas, condominiums, private residences, commercial buildings and a possible retirement facility, according to a March 2006 press release posted on the Windermere website.
When Jester got title to the land, he mortgaged it for about $5.5 million to Consolidated Mortgage, Inc., in Nevada, to pay off NCB for this tract. NCB had obtained title to the 941 acres from the breakaway Windermere trustees in November 2005 as part of a re-financing plan. Windermere corporation retains title to about 300 acres of developed lake-front property, now mortgaged to two California banks for about $14 million.
The legal fight began when The Baptist Home’s board of trustees – comprised of disgruntled moderates unhappy with the conservative direction of the MBC – changed the Home’s articles of incorporation in 2000 to elect its own trustees. Like-minded moderates on the board of the other four entities followed suit in 2001, prompting the MBC to file lawsuits against all five on Aug. 13, 2002. The MBC alleges the trustees’ action violated Missouri law since the MBC had the right in the charters to elect agency trustees, and since the agencies did not get permission from the MBC to amend their charters.