International Evangelical Church of the Soldiers of the Cross of Christ v. Church of the Soldiers of the Cross of Christ of California

International Evangelical Church of the Soldiers of the Cross of Christ (International Church), a Florida corporation, appeals from the judgment dismissing on the grounds of res judicata its complaint against Church of Soldiers of the Cross of Christ of the State of California, a California corporation (California Church). We have jurisdiction pursuant to 28 U.S.C. § 1291 .

We reverse the district court.

*588 PROCEEDINGS

On November 1, 1991, International Church filed its second amended complaint in the Superior Court, County of Los Angeles, against the California Church and Rolando Gonzalez; the latter was never served and is not a party to this appeal. The complaint asserted that International Church held all its assets in an express trust for the religious and charitable purposes stated in its articles of incorporation, viz.:

The complaint further stated that on April 20, 1990, officers of International Church signed a corporate resolution purporting to authorize Rolando Gonzalez, the director of its California branch, to transfer all of its California assets to another legal entity and that pursuant to this purported authority Gonzalez had formed California Church on April…