4 Daly 305 | New York Court of Common Pleas | 1872
Lead Opinion
—A new trial must be granted in this case for the refusal of the judge to instruct the jury as requested, that the acts of the members of the vestry at the time the plaintiff consented to take charge of the fair were not obligatory on the defendants. The refusal so to charge was equivalent to holding that they were, and the jury upon that presumption may have found a verdict for the plaintiff,. iipon the ground that she undertook to get up and manage the fair at the request of certain members of the vestry, with the understanding on her part and upon theirs, that the expenses incurred were to be paid out of the proceeds, and that as the gross receipts and not the net earnings of the enterprise were received by the defendants, they were received subject to the plaintiff’s right to have the money she had expended returned to her by
The defendants are a religious corporation, the temporalities of which are, by statute, managed by a board of trustees, consisting of the rector, two churchwardens, and eight vestrymen (1 R. S. 212, 3 Edward’s Stat. 687, § 1). The trustees of a religious corporation can alone bind the corporate body, and to execute this power they must meet as a board, so that they may hear each other’s views, deliberate and decide. The separate action of the trustees individually, without meeting and consulting together as a board, even though a majority in number should agree upon a certain act, is not binding upon the corporation, and does not and cannot of itself create a corporate liability (Cammeyer v. United German Lutheran Churches, 2 Sandf. 229, 230; Tyler’s American Ecclesiastical Law, p. 99 ; Angelí & Ames on Corporations," § 504, p. 496, 8th ed.).
It is provided by statute that no meeting of the board of trustees can be held unless at least three days’ notice of it is given in writing by the rector or one of the churchwardens (3 Edm. S. S. 687). The conference which the plaintiff had at the house of one of the churchwardens respecting the getting up of this fair, at which the rector of the church, the two churchwardens, and two of the vestry were present, was not a meeting of the board of trustees. Mr. Gorham, the treasurer of the board, testified that “ it was not a vestry meeting of any kind —not even a business meeting.” Alburtis, the churchwarden at whose house it took place, says that it was not a vestry or a formal meeting in any sense. There is nothing in the evidence, on the part of plaintiff, to show that it was; in addition to which the rector testified that the subject of the fair was i( never brought before the vestry in any official shape.” What was said therefore on that occasion, at Mr. Alburtis’s house to the plaintiff by the persons who were present, was in no way binding upon the corporation, and could not create or impose any obligation upon it, unless those who were there acting and speaking individually were by some act of the corporate body
A religious corporation, like any other, is bound by the acts of its authorized agents in matters that are within its corporate capacity) and may, by the enactment of by-laws, or the distribution of the exercise of its powers among its various officers, or by conferring authority upon spécial agents, so charge itself as to become amenable for the acts of individuals representing it, and acting by its authority. It will, in certain cases, be presumed to have conferred authority where the act is done with its official knowledge, or is afterwards ratified by the corporation availing itself, with knowledge of all material facts, of what was done on its behalf, or "otherwise directly approving and confirming it. ■ This is familiar law in respect to which it is not necessary to cite authorities, but nothing of this nature is shown by the evidence in this case.
Assuming that the getting up and management of a fair for the purpose of raising money for the erection of a church building was not ultra vires, but within the capacity of a religious corporation—a point which it is not necessary to decide—there is nothing to show that the corporation-ever authorized such an enterprise; nor that the board of trustees, by any action on their part, as a body, conferred upon any one or more of their number, or upon any one else, authority to engage in such an undertaking on behalf of the church, or that there was any ratification of what had been done, otherwise than by receiving from one of their number, with whom the proceeds' of the fair had been deposited, the benefit of a sum of money obtained by the holding of it, a part of which went towards the erection of the church building and the residue, towards the purchase of the land upon which the edifice was built.
If the board of trustees had been officially advised, by notice or otherwise, before this money was laid out and expended in the erection of the church and the purchase of the land, that there was an understanding between the plaintiff and those who induced her to get up and superintend the fair, that any expense incurred by, or money laid out by her in furtherance of its object, was to be deducted from the proceeds,
In this case the receipts of the fair were every evening handed over by a lady who acted as treasurer, to one of the churchwardens, Mr. Constant, who was the plaintiff’s son, and was by him deposited with a banking firm of which he was a member, and placed to the credit of Mrs. Alburtis, the treasurer of the fair. When the fair was closed, this lady drew checks upon him for such bills as came in, and after paying these checks, the balance was handed over to him as treasurer of the building committee. It was credited to him on the books of his firm as treasurer of the fund of the building committee, for, as would seem from the testimony of the treasurer of the corporation, all the money raised for the building fund went to the treasurer of this building committee.
The proceeds of the fair never came into the hands of the treasurer of the corporation, who testified that he never received any of it, but it was paid by the chairman of the building committee, Constant, partly in the purchase of the real estate, on which the church was built, the title to which was at first vested in him, and the residue was expended by him in payments on account of the construction of the church edifice.
The fair was held about the middle of April, 1865, for some four or five days, and before the month of July in that
It appears, from her son’s testimony, that after the close of the fair, the plaintiff stated that she had certain bills that were not paid, and that he informed her that the building committee had received the money obtained from the proceeds of the fair. He testified that she made this claim in the summer of 1866, more than a year after the holding of the fair, and (as I understand his testimony), that he either told her^ or that such was the fact, that the money “ had been handed over, by having been paid out,” that “ it had been most likely paid out on contracts for the building and on the purchase money of the lots;” the building, as appeared by other testimony, having been finished and opened on the 19th of November preceding. He says that this claim was advanced by her several times afterwards, but was never sent to the vestry to his knowledge, and was never communicated by him to the vestry.
The plaintiff, on her part, testified that she wanted to get all the bills together before she went to Alburtis & Constant. That she went to the firm in July after she sent in the bills, for the purpose of settling her affairs, and that they told her that the bills had been charged against her, and that she had no money there. That they told her that between $7,000 and $8,000 had been taken in at the .fair, and upon her remarking that it was a strange thing that she should not be paid, that Mr. Alburtis replied, her sou being present, that they had commenced digging the foundation of a church, had paid for a lot, and had no money, and she protested against such treatment.
There is a very material conflict between her testimony and that of her son, but assuming, as we must do in support of the verdict, that the j ury believed the plaintiff in preference to her son, it does not vary the case, or establish any liability on the part of the corporation. It relates simply to what took place
It is a very hard case for the plaintiff that she did not have' the amount which she paid out for the fair repaid to her from the gross receipts. It may, as I have said, have arisen from a want of vigilance on her part after the closing of the fair, or it may have been through an intentional and wrongful act towards her on the part of her son. If he, with a knowledge of her claim," turned over the whole amount to the church as a free gift or contribution to the fair, he is the person who should answer to her, and not this religious corporation who received it, and for whose benefit it was expended in the erection of a.
Present, Daly, Oh. J., Robinson and Labbemobe, JJ.
Concurrence Opinion
—I concur in the result to which Chief Justice Daly has arrived, but from these brief considerations: that the plaintiff, while acting as “lady president,” or chief manager of the fair, referred to in the complaint, mainly organized and maintained through her efforts in its behalf, in no way raised even an implied legal obligation, to be repaid by the church, 'for any such moneys as she expended in her voluntary efforts in its behalf.
1st. The defendants possessed no power to carry on or conduct a fai/r, and could not delegate to any one authority for that purpose (1 R. S. 600, § 3).
"2d. The “fair” and all proceedings connected therewith (so far as appears) were entirely voluntary, and intended as a mere benefaction in aid of the purposes of defendants’ incorporation; and although more moneys may have come to their possible use or benefit than was intended in the inconsiderate action of the plaintiff as donor, no recovery in law can be had by her for any excess she may have paid, beyond what, in her immediate benevolent purposes, she may have intended, or for sums which she improvidently disbursed or became liable for in the management of the fair.
3d. The receipts of the fair, so far as appears, were received and appropriated by the firm of Alburtis & Constant (of which, plaintiff was a member) to the purchase of the four lots on which defendants’ church edifice was built, in the name of William J. Constant (plaintiff’s son), which he subsequently sold and conveyed to Joseph Sands, and the purchase money on such sale was paid to that firm.
The law raised no trust for defendants’ benefit in this transaction (1 R. S. 728, §§ 49, 51), nor imposed any obligation on them, by implication, for any acts done, or assumed to have been done, for their benefit, which were neither authorized or affirmed by their board of trustees.
For these reasons the recovery was unauthorized and untenable.
J"udgment reversed.
