#### C. B. WAY v. J. T. RAMSEY et al., Individually and as Trustees of the METHODIST PROTESTANT CHURCH OF SHELBY, J. T. RAMSEY, as Delegate, and the METHODIST PROTESTANT CHURCH OF SHELBY.

(Filed 17 November, 1926.)

1. Pleadings — Demurrer—“Speaking” Demurrer.

Construing pleadings upon demurrer, the allegations thereof are admitted with all reasonable inferences therefrom in favor of the pleader, and where to sustain the demurrer it becomes necessary to set up further matter in defense, it is bad as a speaking demurrer.

2. Religions Societies — Churches—Ministers of the Gospel — Contracts— Principal and Agent — Salaries.

A body of men constituting a religious denomination is a quasi corporation, and confers upon its duly appointed officers or trustees the power to make contracts with pastors or ministers of the Gospel to take *550charge of its religious affairs, and when these properly constituted agencies acting alone as such, make a contract of this character, they are not liable individually for the payment of the salary agreed upon to be paid by the congregation they represent.

3. Same.

A contract made by the congregation of a church for the payment of the salary of their duly appointed minister of the Gospel, is enforceable in certain instances.

Appeal by plaintiff and defendants from Shaw, J., at May Term, 1926, of DavidsoN. Affirmed.

In bis complaint tbe plaintiff alleges tbat tbe defendants contracted witb bim for bis services as pastor of tbe Metbodist Protestant Cburcb of Sbelby for one year, beginning in November, 1924, at an agreed salary of $1,100; tbat be complied witb bis part of tbe contract; tbat tbe defendants bave paid on tbe contract $771.94, leaving unpaid tbe sum of $328.06; tbat be bas demanded tbe remainder alleged to be due and tbe defendants bave refused to pay it. He alleges tbat tbe cburcb, by its agent, trustees, and stewards acquiesced in and ratified tbe acts of its agent in securing bis services and permitting bim to remain as pastor for tbe year without objection and by paying a part of bis salary; tbat Ramsey, Gantt, and Chapman are trustees; tbat Ramsey was a duly elected delegate to tbe conference held in November, 1924; tbat be is also treasurer of tbe cburcb; tbat McFarland, Chapman and Johnson are members of tbe cburcb and of its board of stewards; and tbat tbe Metbodist Protestant Cburcb of Sbelby is a corporation and tbe owner in fee of a lot and cburcb building in Cleveland County. He sues to recover tbe remainder alleged to be due on bis salary.

A demurrer was filed on behalf of all tbe defendants and it was sustained as to all of them except tbe Metbodist Protestant Cburcb of Sbelby, and as to this defendant it was overruled. Tbe plaintiff and tbe cburcb excepted and appealed.

A. J. Newton and Walser & Walser for plaintiff.

B. T. Falls for defendants.

Adams, J.

By filing a demurrer tbe defendants admit tbe plaintiff’s allegations and such inferences as may reasonably be drawn therefrom and present tbe question whether in law tbe complaint states a cause of action against all tbe defendants or against either of them. Sandlin v. Wilmington, 185 N. C., 257; Manning v. R. R., 188 N. C., 648, 663.

*551Under our statute law an organized body of men constituting a religious congregation is a quasi corporation witb power to appoint and remove its duly constituted officers and agents. Tbe acts of such officers and agents performed witbin tbe scope of delegated authority are usually treated as tbe acts of tbe congregation or society. Lord v. Hardie, 82 N. C., 241; St. James v. Bagley, 138 N. C., 384; C. S., 3568 et seq. Tbis is in accord witb tbe general doctrine: a contract made by a known agent acting witbin tbe scope of bis authority for a disclosed principal, nothing else appearing, is tbe contract of tbe principal alone (21 R. C. L., 846), although tbe agent of a disclosed principal may by special agreement bind himself to performance of tbe contract. Caldwell County v. George, 176 N. C., 602. Tbe plaintiff alleges that tbe delegate, tbe trustees, and tbe stewards were tbe agents of tbe church; if, as alleged, they made tbe contract as agents of a disposed principal they are not thereby personally obligated to make good tbe deficiency in tbe salary. Tbe result is that tbe judgment sustaining tbe demurrer as to all tbe defendants except tbe church, or quasi corporation, must be affirmed.

Tbe other question is whether tbe complaint sets out a cause of action against tbe Methodist Protestant Church of Shelby. As to tbis tbe defendant impeaches tbe sufficiency of tbe complaint on tbe ground that tbe plaintiff was an appointee of tbe Conference; that as no fund is set apart for tbe payment of tbe plaintiff’s salary be must depend upon voluntary contributions; that tbis defendant bad no voice in procuring tbe plaintiff’s services; and finally that tbe maintenance of tbe action is incompatible witb tbe plaintiff’s commission.

Some of these objections we cannot consider. They are in tbe nature of a “speaking demurrer” in that they invoke tbe aid of matters not appearing in tbe preceding pleading — matters which can be pleaded as a defense only by filing an answer to tbe complaint. Sandlin v. Wilmington, supra.

For tbe present purpose we may admit, without deciding, that tbe pastor of a religious congregation who relies entirely upon voluntary contributions for bis salary cannot maintain an action therefor. 23 R. C. L., 465. Still, tbe question of liability for tbe salary of a minister or pastor is governed by tbe principles which prevail in tbe law of contracts, and it is generally held that a valid contract for tbe payment of such a salary will be enforced. Tbe salary to be paid and tbe terms upon which tbe pastoral relation shall be formed ordinarily are to be determined by tbe parties themselves or by some appropriate tribunal created by tbe church. Tbis defendant contends that its rela*552tion to tbe plaintiff grew out of a system of ecclesiastical control to which the plaintiff was subject, and that disregard of the exercise of such control by a proper church tribunal would tend to the subversion of the organization. In reality this is possible; but this defense is not pleaded by the demurrer. The substance of the complaint is, not that the plaintiff was appointed by the Conference or by any other supervising authority, but that the plaintiff and the Methodist Protestant Church of Shelby without any intervening agency made an express contract, the terms of which are stated; the demurrer admits that the contract was made as alleged; it thereby admits that a cause of action exists. In the fifth paragraph of the complaint there is a reference to the Methodist Protestant Conference held in November, 1924 — -but a reference only. The defense relied on here is similar to that which was sustained in Baldwin v. First Church, 52 L. R. A. (N. S.), 171; but in that case an answer was filed setting forth all the facts. Whether the defense proposed in the present case is valid we need not consider, because, as indicated, it cannot be interposed by demurrer. St. Luke’s Church v. Matthews, 6 A. D., 619; Presbyterian Church v. Myers, 38 L. R. A., 687, and annotation; 34 Cyc., 1144; 24 A. & E., 334. We find no error in the judgment overruling the demurrer of the Methodist Protestant Church of Shelby. The judgment is therefore affirmed on both appeals.

Affirmed.