117 Md. 86 | Md. | 1912
delivered tbe opinion of tbe Court.
In tbe year 1871 tbe Book Depository of tbe Baltimore Annual Conference of tbe Methodist Episcopal Cbureb in Baltimore City was duly incorporated under tbe General Laws of tbe State of Maryland. One of tbe purposes of tbe corporation as set forth in its charter was “Tbe accommodation of tbe ministry and membership of said church with suitable buildings for religious, social and other meetings.” Tbe corporation thus formed secured a location at 112 W. Fayette street, which it occupied until tbe fall of 1874, when, having purchased tbe property then known as Nos. 166 and 168 W. Baltimore street, it removed to that location. At a meeting held on November 2nd, 1874, of
“Resolved: That the committee be instructed to make arrangements for a reception at our new rooms of the Bishops of our church sometime during their session in this city next month; and, that they also make arrangements for raising at the same time a fund that will justify the society in setting apart the new hall for general church purposes free of rent.’'’
As a part of the exercises referred to in the foregoing-resolution, a dinner was given at the Carrollton Hotel, at which a proposition was brought forward to raise a fund of $10,000, if possible, which should constitute a Church Rooms Fund, the income of which was to he paid over to the Depository as compensation for the fitting up and maintaining a commodious room for meetings of the Baltimore preachers, the Missionary Society, the City Missionary and Church Extension Society, the Preachers’ Aid Society, the Emory Grove Camp Meeting Association, the Women’s Foreign Missionary Society and others. At this dinner subscriptions were taken from individuals present for various amounts, but which amounts in the aggregate fell far short of the $10,000 desired. Apparently the next step which was taken in the matter was on February 3rd, 1875, at a meeting of the board of directors of the Depository, when the following action was had:
“On motion of L. H. Cole resolved that the agent of the depository receive the money paid in on the Church Rooms Fund to keep a separate account of the same and use it in the transaction of his business until further instructions from the board.”
And a week later, at a meeting held on February 10th, the fund so raised and to he raised were authorized to be invested. This fund was apparently paid, parily in cash, and partly in donations of the capital stock of the Methodist Book Depository, and finally reached the sum of $3,050.
The Methodist Book'Depository continued in business down until the fire of 1904, and during all that time continued to provide the associations before enumerated with accommodations for their meetings, and as dividends were declared upon the stock, they appear to have been covered in - to the current receipts of the Book Depository. After the . fire, the Depository, which had also throughout its existence been conducting a commercial business, discontinued business, sold its lot, and of its own accord and without any intervention by a Court, began a liquidation of its business and a distribution among the shareholders. As appears by the amended bill and answer, it was proposed in this liquidation to distribute all the sums realized among the stockholders other than, and without taking into account, the 122 shares issued as hereinbefore stated. To prevent this dis
The plaintiffs are David H. Carroll, Summerfield Baldwin and Benjamin F. Bennett, three of the subscribers to the original Church Rooms Fund, and the fourth is a corporation by tbe name of “The Trustees of the Church Rooms Fund of the Methodist Episcopal Church of Baltimore City,” incorporated under the provisions of the General Laws of Maryland, on the 5th day of February, 1909. It clearly appears from the evidence that the subscriptions, contributions or donations made to the Church Rooms Fund were absolute gifts in furtherance of the objects for which the fund was inaugurated, and it, therefore, follows that none of the individual plaintiffs can have any claim whatever, as individuals, to share in or participate in the liquidation of the Book Depository on account of those 122 shares. The corporate plaintiff, which did not come into existence until long after all of the events connected with the origin and administration of this Church Rooms Fund, could only have an interest by a somewhat circuitous application of the doctrine of cy pres. But the objections to this are: First, that wo have not here the technical charitable trust as defined by Mr. Justice Gray in Jackson v. Phillips, 14 Allen, 556, and, second, that the Statute of 43d Elizabeth is not and never has been in force in the State of Maryland; Dashiell v. Attorney General, 5 H. & J. 392; Halsey v. The Convention, 75 Md. 275.
The important question in this case is, whether or not the fund known as the Clmrch Rooms Fund, and so described in the minutes, and which was contributed either in cash or by the donation of the capital stock of the Book Depository, and which was represented by the two certificates aggregating 122 shares, did or did not constitute a trust fund so as to properly come under equitable jurisdiction. Through all of the haze which the lapse of time has thrown
The creation of a trust ordinarily is required to be with a reasonable degree of definiteness and precision, and many cases might be cited where the Courts have refused to construe a trust owing tó the uncertainty of the language used to create it, or of the trustee in declaring its creation; but the cases are comparatively few which have arisen in the precise manner in which the question now arises. In the case of Ruhe v. Ruhe, 113 Md. 601, this Court citing from the case of Coyne v. The Supreme Conclave, 106 Md. 57, says: “If a man in confidence of the parol promise of another to perform an intended act should omit to make certain provisions, gifts or otherwise, such a promise would be specifically enforced in equity, although founded on a parol declaration creating a trust contrary to the Statute of Frauds, for it would be a fraud upon all parties to permit him to derive a benefit from his own breach of duty and obligation.” In this case money and stock were contributed by various individuals upon what they believed to be a promise upon the part of the board of directors of the Book Depository to afford an appropriate meeting room for the gratuitous use of the church for all proper uses under their direction. If now when the corporation which has received
Neither the original nor the amended bill of complaint in this case contains any specific prayer that the Court shall declare a trust; but it does contain the usual prayer for general relief, and under this where the evidence warrants it, a .Court of equity will never hestitate to give effect to a trust where the facts justify such a conclusion. Therefore unless there be some additional reason why a trust should not be declared as regards the 122 shares of stock of the depository, the law amply warrants it.
Objection is made to implying a trust in the present case upon the ground of the indefiniteness of the objects sought to be benefited, and the further fact that some or all of these supposed beneficiaries are unincorporated associations. Num
The next question for consideration is, whether there was a sufficient designation of a trustee in this case, and whether that trustee was capable in law of taking the gift. It clearly appears both from the minutes of the directors, and from the stub of the stock-certificate book that David H. Carroll was the treasurer of this Church Booms Fund: From the testimony he appears in that capacity to have collected what money was collected, to have turned it into the Book Depository for the acquisition of stock of that corporation, and to have receipted as such treasurer for the certificates of stock representing the 122 shares. These, so far as it is possible now to determine, were not made out in his name, but were made out in the name of the treasurer of the Ohurch Booms Fund. It is not necessary for the valid appointment of a trustee, that he shall be specified by name, or that the word “trustee” shall be used, provided it appears to the satisfac
The original certificates for the 122 shares have apparently disappeared and been lost or destroyed; but there is nothing to show that there was ever any transfer of them to any person or corporation, and they are therefore outstanding, representing the investment of this fund, which must how be regarded as a trust fund, and as such entitled to- share pro rata in the liquidation of the assets of the corporation, the Book Depository.
From what has been said, it follows that the decree of the Circuit Court No. 2 of Baltimore City in this case will be affirmed.
Decree affirmed, costs to be paid by the Boole Depository of the Baltimore Annual Conference of the Methodist Episcopal ' Church in Baltimore.