Q&A with Dr Richard Pidgeon: Church Property Disputes, Governance and Contract Law

First, courts must identify what they can decide. They may enforce property, contractual and trust rights, including examining religious questions where necessary, but do not determine the truth of religious beliefs.

Secondly, the governing framework can be fragmented: trust deeds, constitutions, denominational rules, legislation and established practices may overlap. Churches may be unincorporated, and ownership, management and congregational use may rest with different people or bodies. Establishing the correct parties, applicable obligations and decision-making authority is therefore critical.

Thirdly, a split may turn a property dispute into a contested membership dispute. In Matamu v Si’itia,[1] entitlement to use church premises depended on whether the departing group had repudiated its membership contract. Financial contributions and longstanding worship did not, by themselves, resolve continuing entitlement.

Finally, doctrinal purpose trusts may restrict what congregations or majorities can do with assets. Cultural expectations, informal records and deeply personal loyalties complicate evidence and settlement. The challenge is to enforce the actual legal bargain and trust obligations while respecting religious autonomy and avoiding unnecessary damage to the community.

[1] Matamu v Si’itia [2017] NZCA 482; [2018] NZAR 348 affirming Matamu v Si’itia [2016] NZHC 2516.

Many organisations assume their constitution will provide all the answers when conflict arises. Is that always the case?

No. A constitution is an essential starting point, but it is not necessarily the whole agreement. It may contain gaps, ambiguous language or provisions that do not address the particular conflict. Other governing documents, established practices and legally implied terms may also matter. 

However, this does not mean constitutions can be ignored or rewritten whenever they become inconvenient. Courts distinguish interpreting an agreement from improving it, and implying terms requires proper legal justification. 

The practical lesson is to identify the entire governing framework, clarify authority and membership, and provide workable procedures for resolving disputes before serious conflict develops. A constitution should guide that process, not substitute for it.

How can contract law principles help bring clarity to disputes involving governance, membership rights and control of assets?

Contract law brings clarity by identifying the parties’ legally enforceable bargain: what was agreed, who is bound, and whether obligations were honoured. That bargain may extend beyond a constitution to incorporated denominational rules and properly implied terms.

For governance, it identifies who may appoint leaders, call meetings, vote and exercise disciplinary powers. Authority comes from the agreed rules, not simply seniority or strength of conviction. For membership, it clarifies rights of participation, relevant procedural protections and the consequences of withdrawal.

In Matamu v Si’itia,[1] repudiation principles helped determine whether parishioners had abandoned membership and therefore lost rights to participate in governance and use church premises. Crucially, disagreement about contractual meaning does not itself establish repudiation: the question is whether conduct demonstrates an intention no longer to perform contractual obligations.

For assets, this approach distinguishes rights to manage or use property from ownership, while recognising that trusts may impose separate restrictions. Courts can declare the parties’ rights and, where appropriate, grant injunctions or specific performance. The aim is to enforce the bargain, not rewrite it according to a judge’s preferences. This respects organisational autonomy while enabling civil rights to be protected, without requiring courts to decide which religious beliefs are true.

What are some of the key lessons New Zealand courts have provided through church property disputes?

New Zealand courts have shown that church property disputes require careful identification of legal rights, not judgments about religious truth. Church constitutions and associated rules can operate contractually, binding members and limiting leaders’ authority.

Property rights depend on the governing arrangements, rather than merely financial contributions or longstanding attendance. Trustees’ responsibilities extend to the congregation as a whole, not one faction. Clear membership records, proper procedures and early mediation can help prevent costly, damaging litigation. 

Are there common issues or oversights in governing documents that can increase the risk of disputes down the track?

Yes. Common risks include unclear membership and voting rules, poorly defined leadership powers, and inadequate procedures for discipline or removing officeholders. Governing documents may also fail to explain who controls property, how local congregations relate to denominational authorities, or what happens following separation. Another oversight is treating the constitution as the entire bargain, overlooking incorporated rules, established practices and customs. Missing or unclear amendment powers and dispute resolution procedures can compound these difficulties. The practical lesson is to document the agreed arrangements clearly, align governance rules with property trusts, and test whether the documents provide workable answers when relationships deteriorate.

What role do constitutions, rules and internal processes play when courts are asked to determine competing claims over property or organisational control?

Constitutions and rules establish the framework for identifying membership, governance powers and rights over property. Courts generally treat them as contractual obligations, examining whether meetings, voting, appointments, removals and amendments complied with the agreed requirements. Internal processes therefore matter substantively, not merely administratively: properly conducted decisions generally bind members, while procedural unfairness or action beyond constitutional powers may justify intervention. Courts also consider whether agreed dispute resolution procedures have been followed. Their role is to identify and enforce the organisation’s bargain, alongside applicable trusts and legislation, rather than decide which faction deserves control or whose religious beliefs are more persuasive.

In your experience, what steps can organisations take early to prevent disagreements from escalating into formal legal disputes?

The priority is to clarify expectations and address concerns before positions harden. Organisations should review their constitutions and trust deeds, identify who may make decisions, and ensure membership and voting rules are understood. Obtain independent legal advice on ambiguities before taking contentious action. Follow agreed internal procedures, give affected people a fair hearing, and use an unbiased decision maker. Build negotiation or mediation into the rules, with culturally appropriate dialogue, such as talanoa, where relevant. Above all, address the issue rather than attacking individuals. The objective should be preserving relationships and the organisation’s shared purpose, not simply winning an argument.

What are some of the most important legal risks church leaders, trustees and boards should be aware of when making governance decisions?

The starting point is authority: leaders must distinguish spiritual leadership from legal power. Decisions must comply with applicable legislation, constitutions, trust deeds and denominational rules; those rules may create enforceable contractual obligations.

Procedural failures are another major risk. Inadequate notice, improper voting, invalid appointments or unfair disciplinary processes can expose decisions to challenge. Members’ rights cannot simply be disregarded because leaders consider an outcome desirable.

Trustees must use property consistently with its trust purposes. Majority support cannot authorise an otherwise unlawful diversion of assets. Mergers, doctrinal changes and separation require particular care because they may jeopardise rights to church property.

Charities Services also highlights conflicts of interest and potential personal liability, which depends on the organisation’s structure and the officer’s conduct. Incorporation or registration as a charity is not blanket protection against wrongdoing.

The practical safeguards are to verify authority, manage conflicts, maintain accurate records and obtain advice before significant decisions. Religious character does not immunise governance decisions from judicial scrutiny when civil or property rights are affected. Good intentions are not a substitute for exercising powers lawfully and fairly.

For organisations reviewing their governance arrangements, what are the key questions they should be asking themselves?

Organisations should ask whether their arrangements express their purposes, allocate authority and provide workable answers when relationships deteriorate.

First, what actually governs us? Have we identified the constitution, trust deeds, denominational rules, policies and relevant practices, and are we working from the correct versions? Do these documents fit together, rather than leave gaps or conflicting obligations?

Second, who can decide what? Are the respective powers of members, trustees, boards and any parent organisation clear? Who qualifies for membership and voting, and how are leaders appointed, removed or replaced? Do we follow and properly document our decision-making procedures? 

Third, who owns and controls our assets, and for what purposes? What restrictions affect their use, sale or transfer? What happens if members leave, the organisation divides, or a merger is proposed? 

Fourth, can our rules and purposes be changed, by whom, and through what procedure? Do our complaints and disciplinary processes provide a fair hearing and impartial decision making? Are internal appeals and mediation available before positions become entrenched? 

Finally, are we following these arrangements in practice? I would test them against realistic disagreements. The objective is not simply better paperwork, but clear responsibilities, protected relationships and continuity of the organisation’s mission.

What's one practical insight from your presentation that delegates will be able to apply immediately within their own organisations? 

Take one important decision and trace its authority through your constitution, trust deed and membership rules. Check who can decide, what procedures apply, and whether those documents work together. This simple exercise can reveal gaps between assumed authority and agreed rules, allowing you to address them before a dispute develops.

Richard explores these issues further in the program Legal Issues in Religious Institutions. on Tuesday, 3 November 2026.

Dr Richard Pidgeon, Solicitor, Integritas Law Firm

Dr Richard Pidgeon is a solicitor practising at a boutique general practice, Integritas Law Firm in central Auckland. He had a PhD conferred in 2022 by AUT for his thesis “Using Contract Law to Help Solve Church Property Disputes” and is the editor of Laws of New Zealand text Religion and Religious Institutions. The key case in Richard’s thesis was Matamu v Si’itia [2018] 348 which was an early direct antipodean confirmation of Shergill v Khaira [2014] UKSC 33. He was admitted in 1998 and began practice at Dyer Whitechurch and Bhanabhai as a civil litigator and became the legal advisor to the Auckland and North Shore Presbyteries from that time until 2016. He is an elder at Forrest Hill Presbyterian Church, Auckland. Richard combined starting Sinisa Pidgeon Law in Otahuhu and study at Auckland University for a Master of Commercial Law (hons)(2005) which practice involved peripheral work in Palu v Conference of the Methodist Church (2003) then Fortune Manning which involved work on the Samoan Assemblies of God Schism. From Thorne, Thorne, White and Clark-Walker with its strong Congregational Church connections to partnership in Pidgeon Law, Richard became a barrister in 2014 and joined Integritas in 2025.