2022 UT App 102

THE UTAH COURT OF APPEALS

SALT LAKE CITY LAUMALIE MA’ONI’ONI FREE WESLEYAN CHURCH 

OF TONGA AND VILIAMI HOSEA,

Appellants,

v.

DEPARTMENT OF COMMERCE, DIVISION OF CORPORATIONS,

Appellee.

Opinion

No. 20200778-CA

Filed August 18, 2022

Third District Court, Salt Lake Department

The Honorable Patrick Corum

No. 180907281

Robert C. Avery, Nathan E. Burdsal, and Hutch U. 

Fale, Attorneys for Appellants

Sean D. Reyes, Sarah E. Goldberg, and Erin T. 

Middleton, Attorneys for Appellee

JUDGE DAVID N. MORTENSEN authored this Opinion, in which 

JUDGES RYAN M. HARRIS and RYAN D. TENNEY concurred.

MORTENSEN, Judge:

¶1 From “the metaphysical principle that nothing can confer 

what it does not possess,” it follows that an administrative agency 

cannot confer validity on a document if it lacks the power to do 

so. See City of Chicago v. Morales, 527 U.S. 41, 91 n.9 (1999) (Scalia, 

J., dissenting).1

1. Because Justice Scalia saw fit to apply an interpretation of the 

legal maxim, nemo dat qui non habet (“No one gives who does not 

possess.”), which is generally invoked in commercial transactions,

(continued...)
Church of Tonga v. Division of Corporations

20200778-CA 2 2022 UT App 102

¶2 Salt Lake City Laumalie Ma’oni’oni Free Wesleyan Church 

of Tonga and Viliami Hosea (collectively, FWC) argue that the 

Division of Corporations (the Division) is endowed with the 

authority to determine the validity of corporate filings. From this 

position, FWC asserts that the district court erred in dismissing a 

petition that asked for a determination that the Division lacked 

the authority to revoke and rescind amended articles of 

incorporation (the Amended Articles) that FWC had previously 

filed with the Division. Seeing no error in the district court’s 

decision, we affirm.

BACKGROUND

¶3 In 1978, the Rocky Mountain Conference (RMC) of the 

United Methodist Church chartered a congregation, the Tongan 

United Methodist Church (TUMC), in Utah. TUMC was 

incorporated as a Utah nonprofit corporation. In 2012, several 

members of TUMC sought to disaffiliate with TUMC and sever 

ties with the United Methodist Church. Five of the nine trustees 

for TUMC called for a mail-in vote seeking to amend its articles of 

incorporation. After the mail-in vote approved the Amended 

Articles, the members who had initiated the vote submitted a 

series of registration changes to the Division, including changing 

the name of TUMC to the Salt Lake City Laumalie Ma’oni’oni Free 

Wesleyan Church of Tonga and changing the principals 

(including the registered agent). Thereafter, FWC submitted the 

Amended Articles to the Division.

¶4 The same day FWC submitted the Amended Articles, it 

filed a lawsuit seeking (1) an injunction to prevent a former 

director and principal of TUMC from controlling or accessing any 

of the entity’s property and (2) declaratory relief that Hosea was 

to a broader context (namely, a case involving a loitering

ordinance), we do the same. See Legal maxims, Black’s Law 

Dictionary (11th ed. 2019).
Church of Tonga v. Division of Corporations

20200778-CA 3 2022 UT App 102

the only individual authorized to represent the entity or control 

its property. TUMC’s board of trustees and the RMC, in turn, filed 

a lawsuit against FWC and the members of FWC’s board of 

directors (the Private Litigation) seeking, among other things, a 

declaration that the mail-in vote was improper and that any 

corporate actions FWC attempted to take were null and void.

¶5 After being notified of the Private Litigation, the Division 

informed the parties that it would place the Amended Articles on 

administrative hold until the dispute was settled through 

agreement or by the court. FWC then informed the Division that 

it intended to challenge the decision to place the changes on hold, 

and the Division subsequently removed the hold and accepted the 

Amended Articles. See Laumalie Ma’oni’oni Free Wesleyan Church of 

Tonga v. Ma’afu, 2019 UT App 41, ¶¶ 22–23, 440 P.3d 804. 

Nevertheless, the Division’s record noted a dispute pending 

among the principals. Id. ¶ 23.

¶6 In the Private Litigation, the district court eventually 

entered an order determining that the mail-in vote was improper 

because the vote did not comply with TUMC’s original articles of 

incorporation, and therefore none of FWC’s subsequent corporate 

actions were authoritatively taken or valid. Id. ¶¶ 30–31. The court 

further determined that TUMC and the RMC were not required 

to exhaust administrative remedies because “the Division made 

no determination regarding the parties’ rights, the validity of the 

vote by mail, or the Amended Articles.” Id. ¶ 28 (cleaned up). The 

RMC notified the Division of the court’s decision, and the 

Division rescinded the Amended Articles and reinstated TUMC’s 

original articles of incorporation. Id. ¶ 32. 

¶7 Shortly thereafter, in the wake of the court ruling, FWC 

sought agency review of the Division’s decision to rescind the 

Amended Articles. The Department of Commerce affirmed the 

Division’s decision. FWC then filed the petition that initiated the 

present case, seeking judicial review in the district court of the 
Church of Tonga v. Division of Corporations

20200778-CA 4 2022 UT App 102

Department of Commerce’s order affirming the Division’s 

decision. In the petition, FWC asserted that it was “entitled” to a

court order providing that the “Amended Articles must be 

accepted and approved by the Division, and that the Division 

lacked the authority to revoke and erred in revoking such 

Amended Articles.”

¶8 After filing the petition for the present case, FWC appealed 

the decision rendered in the Private Litigation, and this court 

affirmed. Id. ¶ 90. While that appeal was pending, the district 

court granted a stay in the present case. After this court issued its 

opinion affirming the district court in the Private Litigation, the 

district court granted the Division’s motion to dismiss FWC’s 

petition in this case because (1) issue preclusion prevented 

relitigation of FWC’s claims, (2) FWC failed to state a claim on 

which relief could be granted because the Amended Articles had 

been determined to be invalid in the Private Litigation, and (3) the 

case was moot. FWC now appeals the district court’s dismissal of 

its petition.

ISSUE AND STANDARD OF REVIEW

¶9 The issue on appeal is whether the district court properly 

dismissed FWC’s petition when the court determined that the 

results of the Private Litigation foreclosed the relief FWC sought.

“A ruling on a motion to dismiss presents a legal question that we 

review for correctness, affording no deference to the district 

court’s decision.” AL-IN Partners, LLC v. LifeVantage Corp., 2021 

UT 42, ¶ 17, 496 P.3d 76 (cleaned up).2

2. FWC also argues that the district court improperly dismissed 

its petition as moot. Because we resolve this appeal on the 

threshold question of the validity of the Amended Articles, it is 

unnecessary for us to reach that issue here.
Church of Tonga v. Division of Corporations

20200778-CA 5 2022 UT App 102

ANALYSIS

¶10 FWC argues that our legislature “has explicitly delegated 

the ability to make a conclusive determination regarding the 

validity of amended articles of incorporation for a nonprofit 

corporation in Utah to the Division.” FWC’s position appears to 

be primarily based on its assertion that nothing in the Utah 

Revised Nonprofit Corporations Act (the Act), see generally Utah 

Code Ann. §§ 16-6a-101 to -1705 (LexisNexis 2013 & Supp. 2021),

“allows the Division to defer to any other entity, even a district 

court,” to determine the validity of corporate filings. In essence, 

FWC’s entire case rests on the assertion that the Division’s 

eventual acceptance of the Amended Articles endowed that 

document with permanent validity. 

¶11 But FWC’s premise about the extent of the Division’s 

authority to determine the validity of filings is simply wrong. As 

was resolved in the Private Litigation, and as we further explain 

below, the Division does not have the authority to determine the 

validity of corporate filings. Because of this, the Division’s act of 

accepting the Amended Articles had no impact on their validity, 

and the relief FWC now seeks is unavailable.

¶12 Far from “explicitly” granting the Division “the ability to 

make a conclusive determination” about the validity of corporate 

filings, the plain language of the Act and our case law—as we will 

explain—say just the opposite is true. Moreover, nothing in the 

Act prohibits the Division from recognizing the legal force of the 

orders of a court of competent jurisdiction regarding the validity 

of corporate filings. Because the Division never had the authority 

to make a determination about the validity of documents filed 

with it, it was not improper for the Division to defer to the 

authority of the district court’s determination that the Amended 

Articles were invalid. In other words, the Division’s deferral to 

the district court’s determination was not improper because the 

Division had no choice but to give effect to the court’s decision.
Church of Tonga v. Division of Corporations

20200778-CA 6 2022 UT App 102

¶13 The Act itself explicitly states that the Division’s 

acceptance of a document is purely ministerial and does not touch 

on the underlying validity or invalidity of the document: “The 

division’s duty to file a document under this section is 

ministerial.” Id. § 16-6a-110(4)(a) (LexisNexis 2013). And unless 

otherwise noted in the Act, the Division’s “filing or refusal to file 

a document does not . . . (i) affect the validity or invalidity of the 

document in whole or in part; (ii) relate to the correctness or 

incorrectness of information contained in the document; or 

(iii) create a presumption that . . . (A) the document is valid or 

invalid; or (B) information contained in the document is correct or 

incorrect.” Id. § 16-6a-110(4)(b). Thus, it is clear from the Act itself 

that, apart from a statutory provision to the contrary, the 

Division’s acceptance of the articles of incorporation is a 

ministerial act that does not vouchsafe their underlying validity.

¶14 Moreover, in the appeal of the Private Litigation, this court 

explained that the Division’s duty is ministerial, meaning that it 

is a duty that “requires neither the exercise of official discretion 

nor judgment.” Laumalie Ma’oni’oni Free Wesleyan Church of Tonga 

v. Ma’afu, 2019 UT App 41, ¶ 41, 440 P.3d 804 (cleaned up); see also 

Ministerial, Black’s Law Dictionary (11th ed. 2019) (defining 

“ministerial” as “relating to . . . an act that involves obedience to 

instructions or laws instead of discretion, judgment, or skill”). On 

this basis, this court concluded that “a determination regarding 

the validity of the mail-in vote, the Amended Articles, or any of 

the resulting changes” were “legal questions that [fell] outside the 

Division’s authority.” Laumalie, 2019 UT App 41, ¶ 49.

¶15 FWC resists this conclusion by arguing that Utah Code 

section 16-6a-203 grants “the Division the authority to make 

‘conclusive’ determinations regarding the validity of articles of 

incorporation and amended articles of incorporation.” See Utah 

Code Ann. § 16-6a-203(2) (LexisNexis Supp. 2021) 

(“Notwithstanding Subsection 16-6a-110(4), the filing of the 

articles of incorporation by the division is conclusive proof that 
Church of Tonga v. Division of Corporations

20200778-CA 7 2022 UT App 102

all conditions precedent to incorporation have been 

satisfied . . . .”). But our case law indicates otherwise. Indeed, this 

court explicitly rejected reading section 203 as granting any 

authority to the Division to determine the ultimate legal validity 

of articles of incorporation. See Laumalie, 2019 UT App 41, ¶ 42.

Rather, this court has interpreted this section to mean that the 

Division’s acceptance of articles of incorporation signals that “the 

relevant entity is conclusively recognized in Utah as a nonprofit 

corporation that is in existence.” Id. ¶ 42 (cleaned up). And this 

court rejected FWC’s interpretation of section 203 that 

“attempt[ed] to inflate” the “adjudicative authority” of the 

Division to determine whether corporate changes are “made with 

proper authority.” See id. Put simply, filing the articles is 

conclusive proof that conditions precedent to the corporation’s 

existence have been satisfied. But section 203 does not speak to 

the underlying validity of the articles; rather, it merely says that 

filing the articles brings the corporation into existence—even if 

those articles are later determined to be incorrect or invalid.

¶16 Thus—as was explained in the appeal of the Private 

Litigation—because TUMC never challenged the existence of the

corporation, it was not required to first exhaust administrative 

remedies with the Division. See id. ¶ 47; see also Utah Code Ann. 

§ 16-6a-111 (LexisNexis 2013) (providing that a nonprofit 

corporation may appeal the Division’s refusal “to file a document 

delivered to it for filing” and “may appeal the refusal to the 

executive director” of the Department of Commerce). Here, 

TUMC challenged the underlying validity of a document 

properly filed with the Division—a document the validity of 

which the Division lacked the statutory authority to determine. In 

other words, TUMC could not pursue an administrative remedy 

with the Division because the Division lacked the authority to 

offer one in this context. Rather, as this court determined, “the 

district court had subject matter jurisdiction over the dispute” 

concerning the validity of the Amended Articles. See Laumalie, 

2019 UT App 41, ¶ 49.
Church of Tonga v. Division of Corporations

20200778-CA 8 2022 UT App 102

¶17 Additionally, the Division was required to give effect to the 

orders of the court in the Private Litigation. As this court stated, 

“District courts have original jurisdiction in all matters except as 

limited by statute. Thus, district courts have subject matter 

jurisdiction over a legal claim unless adjudicative authority for 

that claim is specifically delegated to an administrative agency.” 

See id. ¶ 38 (cleaned up); see also Utah Const. art. VIII, § 5 (“The 

district court shall have original jurisdiction in all matters except 

as limited by this constitution or by statute . . . .”); accord Zions

Mgmt. Services v. Record, 2013 UT 36, ¶ 24, 305 P.3d 1062; Osmond

Senior Living LLC v. Utah Dep’t of Public Safety, 2018 UT App 218, 

¶ 11, 437 P.3d 621. The Division had no authority to adjudicate the 

validity of the Amended Articles; thus, it properly belonged to the 

district court to make a validity determination in the Private 

Litigation. See Utah Const. art. V, § 1 (“The powers of the 

government of the State of Utah shall be divided into three 

distinct departments, the Legislative, the Executive, and the 

Judicial; and no person charged with the exercise of powers 

properly belonging to one of these departments, shall exercise any 

functions appertaining to either of the others, except in the cases 

herein expressly directed or permitted.”). 

¶18 And because the district court had adjudicative authority 

to determine the validity of the Amended Articles and the 

Division had no such power, the Division was obligated to give 

effect to the outcome of the Private Litigation. After all, by statute, 

the Division “is responsible for corporation . . . filings in this 

state.” See Utah Code Ann. § 13-1a-1 (LexisNexis 2013). With such 

responsibility, the Division has “the power and authority 

reasonably necessary to enable it to efficiently administer the laws 

and rules for which it is responsible and to perform the duties 

imposed upon it by law.” See id. § 13-1a-6; see also id. § 16-6a-104 

(“The [D]ivision has the power reasonably necessary to perform 

the duties required of the [D]ivision under [the Act].”). Thus, to 

adequately perform its ministerial duty—a duty devoid of the 

ability to make a validity determination—the Division must be 
Church of Tonga v. Division of Corporations

20200778-CA 9 2022 UT App 102

able to give effect to a court order regarding the validity of articles 

of incorporation. As the Division points out, any “other 

interpretation of the Division’s authority would be nonsensical 

and lead to the absurd result that FWC . . . advocate[s] for here—

that the Division may not revoke a filing that the courts have 

deemed to be invalid.” See Encon Utah, LLC v. Fluor Ames Kraemer,

LLC, 2009 UT 7, ¶ 73, 210 P.3d 263 (“When statutory language 

plausibly presents the court with two alternative readings, we 

prefer the reading that avoids absurd results.” (cleaned up)).

¶19 Nye v. Bacon, 18 P.2d 289 (Utah 1933), illustrates how the 

Division is bound by the decision rendered in the Private 

Litigation. In Nye, two parties (Nye and Johnson) disputed the 

ownership of water rights. Id. at 289. Nye claimed the rights were 

private and belonged to him, while Johnson argued that they were 

public and subject to his appropriation. Id. at 291. Nye brought 

suit in the district court, which found and decreed that the water 

rights were private and belonged to Nye. Id. at 290. Johnson then 

filed an application with the state engineer to appropriate the 

waters in question. Id. at 289. Nye served a copy of the findings 

and decree from the district court on the state engineer. Id. at 290. 

The state engineer nevertheless approved Johnson’s application. 

Id. Nye then filed a motion seeking relief with the district court, 

which determined the parties were precluded by the former 

ruling and vacated the state engineer’s approval of the 

application. Id.

¶20 On appeal, Johnson argued “that it was within the 

exclusive province of the state engineer to determine whether the 

waters in question were or were not public waters and that the 

district court was without jurisdiction to hear or determine 

whether or not the waters involved were public or private 

waters.” Id. (cleaned up). For the state engineer’s authority, 

Johnson relied on statutory language and case law stating “that 

the right . . . to divert and use unappropriated water must be 

initiated by filing an application in the state engineer’s office.” Id.
Church of Tonga v. Division of Corporations

20200778-CA 10 2022 UT App 102

at 290–91 (cleaned up). Our supreme court deemed the case law 

inapplicable, apparently because it concerned “the method of 

acquiring . . . rights to the unappropriated public waters of the 

state” rather than an underlying determination of whether the 

water in question was private and appropriated or public and

unappropriated. Id. at 291. Given that it was within the district 

court’s jurisdiction to determine whether the water was public or 

private, the court affirmed the judgment below and stated that the 

district court’s judgment was binding on the parties and the state 

engineer, even though he was not a party to the proceedings. Id.

¶21 Just as the state engineer in Nye had no authority to 

determine whether the waters were public or private and, 

consequently, was required to defer to the decision rendered on 

that issue by a court of competent jurisdiction, the Division had 

no authority to determine the validity of the Amended Articles

and was required to give effect to the ruling of the district court 

on the issue of their validity.3 As a result, the Division acted 

properly in rescinding the Amended Articles consistent with the 

judgment of the district court in the Private Litigation.

CONCLUSION

¶22 Because the Division lacked the authority to determine the 

validity or invalidity of FWC’s amended articles, we affirm the 

district court’s order dismissing FWC’s petition. 

3. FWC attempts to factually distinguish Nye v. Bacon, 18 P.2d 289

(Utah 1933), on the basis that the court’s decision there was 

rendered before the agency action took place, while here the 

agency action took place prior to the court’s decision. We fail to 

see how this chronology has any impact on the applicability of 

Nye to the underlying premise that the Division was required to 

give effect to the court’s order that the Amended Articles were 

invalid.