Crawford v. Nies, 224 Mass. 474

224 Mass. 474 | Mass. | 1916

Braley, J.

The defendants after the decision and order for a final decree in Crawford v. Nies, 220 Mass. 61, were permitted to file a cross bill. The original plaintiffs having answered and issue having been joined the case was recommitted to the master, and under the reservation of the single justice is before us upon the pleadings, the master’s report and the exceptions thereto, with leave to refer “to the printed record in the original case, such final decree or decrees to be ordered on the entire case as to justice and equity shall appertain.” We shall for convenience in designation refer to the plaintiffs in the cross bill as the plaintiffs, and to the defendants therein, who alone excepted, as the defendants. But their first exception having been waived, and the remaining exceptions, that the records of the society admitted in evidence were offered for the purpose of varying the terms of a written instrument, and that the records “have no bearing upon the matters in issue,” being without merit or immaterial, the question for decision is, whether upon the record now presented the order for the decree, “that the trustees appointed by the court decree of 1913 are entitled to the proceeds of the sale of the Bromfield Street real estate and are to hold them in accordance with the trusts of the Jackson deed of 1806,” should be reversed or modified. McKarren v. Boston & Northern Street Railway, 194 Mass. 179. First Baptist Church of Sharon v. Harper, 191 Mass. 196. Crawford v. Nies, 220 Mass. 61, 67. The specific prayers in substance ask, that the proceeds of the sale of the trust property shall be held by the plaintiffs and their successors for the support of a church building or place of worship for the use of the members of the “Methodist Religious Society in Boston,” subject to the rules and Discipline of the Methodist Episcopal Church of the United States, the trustees forever to permit such ministers and preachers as may be duly authorized by the authorities of said church to preach therein, and for the general uses and purposes of the society under and in accordance with the Discipline; that the trustees heretofore appointed by decree of this court be discharged, and that the plaintiffs and their successors elected according to the Discipline of the said church for the said religious society, as the Discipline may from time to time provide should be the trustees who at all times are to be subject to the control of and accountable only to the church authorities, with a general prayer for such other and further relief as the court deems appropriate.

While the master states that there was no evidence that any society was ever known as the “Methodist Religious Society,” except as such inference might be drawn from the fact that when the trustees were incorporated by the St. of 1808, c. 70, they were designated under the name of “Trustees of the Methodist Religious Society in Boston,” the second as well as the first report leaves no doubt that the local body of worshippers from the beginning were in affiliation with the general organization known as the Methodist Episcopal Church and intended to conform to its discipline. It having become expedient to provide a house of worship, land was purchased and a church building erected partially paid for by moneys raised by donations. The title was held bynine trustees named in the indenture between William Hall Jackson and Amos Binney and others, among whom were Binney and himself, dated March 24, 1806, and duly recorded. By the terms of the instrument the trustees and their successors in office held the property “for ever in trust that they shall erect and build or cause to be erected and built thereon a house or place of worship for the use of the members of the Methodist Episcopal Church in the United States of America according to the rules and Discipline which from time to time may be agreed upon and adopted by the Ministers and Preachers of the said Church at their general conferences in the United States of America and in further trust and confidence that they shall at all times forever hereafter permit such Ministers and Preachers belonging to the said Church as shall from time to time be duly authorized by the general conferences of the Ministers and Preachers of the said Methodist Episcopal Church, or by the yearly conferences authorized by the said general conferences and none others to preach and expound Gods Holy Word therein and in further trust and confidence that as often as any one or more of the Trustees hereinbefore mentioned shall die or cease to be a member ormembers of said Church according to the rules and Discipline as aforesaid then and in such case it shall be the duty of the stationed Minister or Preacher authorized as aforesaid who shall have the pastoral charge of the members of the said church to call a meeting of the remaining Trustees as soon as conveniently may be and when so met the said Minister or preacher shall proceed to nominate one or more persons to fill the place or places of him or them whose office have been vacated as aforesaid provided the person or persons so nominated shall have been one year a member or members of the said Church immediately preceding such nomination and of at least twenty-one years of age and the said Trustees so assembled shall proceed to elect and by a majority of votes shall appoint the person or persons so nominated to fill such vacancy or vacancies in order to keep up the number of nine Trustees for ever and in case of an equal number of votes for and against the said nomination the stationed Minister or Preacher shall have the casting vote. Provided Nevertheless That if the said Trustees or any of them or their successors have advanced or shall advance any sum or sums of money or are or shaE be responsible for any sum or sums of money on account of the said premises and they the said Trustees or their successors be obliged to pay the said sum or sums of money, they or a majority of them shaE be authorized to raise the said sum or sums of money by selling the pews in the said house when completed for that purpose subjecting the purchasers, however to the rules and Discipline of the said Methodist Episcopal Church as aforesaid forever or by a mortgage on the said premises or by selling the said premises after notice given to the Pastor or Preacher who has the oversight or charge of the Congregation attending divine services on the said premises if the money due be not paid to the said Trustees or their successors within one year after such notice given and if such sale take place the said Trustees or their successors after paying the debt and all other expenses which may be due from the money arising from such sale, shaE deposit the remainder of the money arising from such sale in the hands of the Stewards belonging to or attending Divine Service on the said premiseswhich surplus of the produce of such sale so deposited in the hands of the said stewards shall be at the disposal of the next yearly conference authorized as as aforesaid which said yearly conference shaE dispose of the said surplus money according to the best of their Judgment for the use of the said Society.”

The instrument being free from ambiguity, it cannot be varied or controlled by extrinsic evidence. A valid charitable trust was created, under which the legal title vested in the trustees for the use and benefit “of the members of the Methodist Episcopal Church in the United States of America,” who might choose to attend worship in the church erected and maintained on the land. Austin v. Shaw, 10 Allen, 552. Chase v. Dickey, 212 Mass. 555. Ripley v. Brown, 218 Mass. 33. Crawford v. Nies, 220 Mass. 61, 64.

The mode of filling vacancies as they occurred after the trustees by vote had increased their number to fifteen, which included seven of the original trustees, and their incorporation by St. of 1808, c. 70, as well as under the amendatory act of 1828, c. 144, reducing their number to nine and providing that the pewholders should nominate suitable persons, being “members of the said Society and inhabitants of said Boston” to fill vacancies, " and from such nominations the remaining trustees shall proceed to elect by a majority of votes a person to supply such vacancy,” was not uniform. The master finds that sometimes the St. of 1808, c. 70, was complied with while at other times the trustees were nominated by the pew-holders until the St. of 1828, c. 144, after which nominations were made only by the pewholders, although upon appointment they performed all the duties appertaining to their office as required by the Discipline. He also found that in the sale and conveyance of portions of the property they acted as if they were not an incorporated board, but had been chosen in the matter prescribed by the Discipline, “and it is apparent from the records of the trustees and of the quarterly conferences that the trustees and the governing officials and boards representing the society considered that the trustees were properly in charge of the church property and conducting its management in accordance with the Discipline as from time to time in force until the year 1891.” But the society itself as a voluntary religious association, whatever its name, never had title to the property of the trust which the trustees could convey under either the St. of 1808, c. 70, or St. 1847, c. 280, §§ 1,2, Gen. Sts. c. 30, §§ 43-45, St. 1874, c. 177, Pub. Sts. c. 39, §§1,4, St. 1884, c. 78, relating to the powers of trustees of any society of the Methodist Episcopal Church to transfer parochial property. Sohier v. St. Paul’s Church, 12 Met. 250. Currier v. Trinity Society, 109 Mass. 165. First Baptist Church of Sharon v. Harper, 191 Mass. 196, 206, 207. See R. L. c. 37, §§ 1-4, 6. The act of incorporation did not change the trust, which remained the same as if the statute had not been passed. Hadley v. Hopkins Academy, 14 Pick. 240, 254, 255.

It is also plain that before the enactment of St. 1878, c. 254, § 1, if vacancies occurred the new trustee or trustees would not acquire title unless by conveyance from the surviving members of the original board, or their successors to whom title had been lawfully transmitted. Peabody v. Eastern Methodist Society in Lynn, 5 Allen, 540. Glazier v. Everett, ante, 184, and cases cited.

A brief reference to the title after the trustees voted to mortgage the property to provide funds for the payments maturing on the purchase price of the land, and on the contract entered into by them for the erection of the church building, will be sufficient. The various transfers are enumerated and fully described in the master’s elaborate report. If the method chosen was not technically adapted for the purpose, and on their face the conveyances are absolute in form, yet all parties understood that the transaction was intended as a mortgage and as security for the reimbursement of whomsoever might lend or advance the required amount. Campbell v. Dearborn, 109 Mass. 130. The local society thereafter and until the sale under the decree of this court hereinafter referred to continued to use the premises for religious worship, and the master reports that the property remained in the unquestioned control and management of the original trustees or of their succéssors after as well as before incorporation, until the transfer to the board of trustees appointed by the court, a period substantially of eighty-two years.

The charity however was not thereby extinguished. It could not be remoulded or changed to a trust to be treated and administered exclusively for the maintenance and benefit of the society. No provisions are found in the deed authorizing a resettlement or devolution of the property in the discretion of the trustees, or releasing the property from the charitable purpose to which it had been devoted and dedicated. Perry on Trusts, §§ 346, 347. Bartlett v. Nye, 4 Met. 378, 380. Boxford Religious Society v. Harriman, 125 Mass. 321, 328. Winthrop v. Attorney General, 128 Mass. 258. Missionary Society v. Chapman, 128 Mass. 265, 268. St. 1808, c. 70. St. 1828, c. 144.

By the decree of October 8, 1891, in a suit brought in this court to determine their rights and powers,^* the incorporated trustees were ordered to convey by a sufficient deed to the trustees appointed and named in the decree, all the real estate “as had not been conveyed to other parties” described in the “deed from William Hall Jackson to Amos Binney and others being the real estate generally known as the 'Bromfield Street Church Estate’ ... to hold, manage, or convey said estate upon the trusts and for the purposes as set forth in said deed from William Hall Jackson to Amos Binney and others.”

Whichever way is taken the result is the same. If the trustees appointed under the Discipline had no title, the trust had not perished. Bartlett v. Nye, 4 Met. 378, 380. Sells v. Delgado, 186 Mass. 25, 28. And the trustees appointed by the court were seised of the legal estate. Hadley v. Hopkins Academy, 14 Pick. 240, 253. Pub. Sts. c. 141, §§ 5, 6. If they had title under the St. of 1808, c. 70, § 4, or by succession under the indenture, that title passed by their conveyance under the order of the court to the trustees named in the decree. This decree not having been vacated, and the conveyance having been made, the trustees thus appointed were the only persons authorized to execute the trust over the administration of which the court as a court of equity had and retained full jurisdiction. Bowditch v. Banuelos, 1 Gray, 220. Attorney General v. Barbour, 121 Mass. 568, 573. White v. Gove, 183 Mass. 333. Jackson v. Phillips, 14 Allen, 539, 567, 577. Sohier v. Trinity Church, 109 Mass. 1, 17. Chase v. Dickey, 212 Mass. 555. Perry on Trusts, (6th ed.) § 282. Pub. Sts. c. 141, §§ 5, 20, now R. L. c. 147, §§ 5,15.

The decree and vesting of the title do not appear to have settled the controversy, and the master states that while at first the trustees appointed by the court were also appointed in accordance with the Discipline, yet when vacancies occurred they were not filled as required by the terms of the deed, but as prescribed by the Discipline “as it existed at the respective times.”

The' trustees, however, appointed under the Discipline subsequent to the decree do not appear to have acquired any title to the fee, and, it having been decided to sell the property which had very greatly appreciated in value and become undesirable as a place for religious worship, they petitioned the Legislature, and the St. of 1892, c. 103, was passed. By this statute the trustees-appointed by the court were authorized to sell at public or private sale, “Such sale and conveyance to be made with the consent of the persons or bodies whose consent to sales of real estate is required by the Discipline and usages for the time being of the Methodist Episcopal Church in the United States of America; — the net proceeds of sale to be held and disposed of by said trustees for the use of the members of the Methodist Episcopal Church in the United States of America, according to the rules and Discipline which from time to time may have been or may be agreed upon and adopted at the general conferences of said church in the United States of America, and the final application of said proceeds, in accordance with said rules and Discipline, to be a full discharge of the said trustees, the trusts of said deed being thereupon terminated.”

The Legislature had no power to terminate the trust, and if a sale were effected the proceeds would go to the trustees and their successors appointed by the court in accordance with Pub. Sts. c. 141, §§ 5, 6, (now R. L. c. 147, §§ 5, 6,) to be held in place of the land. Cary Library v. Bliss, 151 Mass. 364. Codman v. Crocker, 203 Mass. 146, 150, and cases cited. Sohier v. Massachusetts General Hospital, 3 Cush. 483, 496. Clarke v. Hayes, 9 Gray, 426. Denny v. Mattoon, 2 Allen, 361, 377, 378. Boxford Religious Society v. Harriman, 125 Mass. 321, 328. Thissell v. Schillinger, 186 Mass. 180. 6 Cyc. 967, 971. See Pub. Sts. c. 141, § 20; K L. c. 147, § 15.

A period of ten years having elapsed negotiations took place which resulted in a sale, and although the provisions of the church discipline for the selection of trustees and sale of the property apparently had been complied with, the purchaser was not satisfied, and at the request of his conveyancer the trustees again sought the aid of the court. The record shows that Albert R. Whittier, the defendant in the suit then brought, was the only surviving trustee of those named in the first decree, or in the St. of 1892, c. 103. The present plaintiffs in the cross bill, Nies and Leonard, “being the stationed preachers now in charge of the Methodist Religious Society in Boston sometimes known as the Bromfield Street Methodist Episcopal Church,” assented to the petition, and requested that the prayer for the appointment of the nine persons named as trustees under the deed made by William Hall Jackson be granted. By the decree entered January 17, 1913, with the consent of all parties in interest, the resignation of Whittier was accepted, and the new trustees were appointed “under the deed from" William Hall Jackson to Amos Binney and others, . . . and as authorized in chapter 103 of the Acts of the year 1892.”

The trustees so appointed were officers of the court, subject to its supervision and control, and being seised of the legal title under R. L. c. 147, §§ 5,6, and having been empowered to sell, they could make, execute and deliver a valid conveyance of the property which the purchaser would hold discharged from the trust. A sale having been made, the trustees thereafter held the proceeds under the terms of the Jackson trust. Bradstreet v. Butterfield, 129 Mass. 339. Sohier v. Massachusetts General Hospital, 3 Cush. 483. Chapin v. First Universalist Society in Chicopee, 8 Gray, 580. Hadley v. Hopkins Academy, 14 Pick. 240.

We have reviewed the history of this trust at much greater length than would have been desirable if the plaintiffs, who do not question the validity of the purchaser’s title, had not urgently contended that the trustees under the decree should be discharged and that the alleged trustees and their successors appointed solely under ecclesiastical authority should be declared the trustees to administer the trust subject only to the rules and Discipline “ of the Methodist Episcopal Church in the United States of America.”

But even if the cross bill could be treated as in the nature of a bill of review, the decree of sale when read shows no error of law, and if the discretionary power of the court to vacate is invoked, the plaintiffs have failed to show any reasonable ground for such action. The equities are all against them, for the record is bare of any suggestion of accident, fraud or mistake, and some of them, as we have said, acting presumably under the advice of counsel, not only consented to, but asked for the relief granted. Coghlan v. Dana, 173 Mass. 421. Gray v. Chase, 184 Mass. 444. Lakin v. Lawrence, 195 Mass. 27. Mulrey v. Carberry, 204 Mass. 378; S. C. 207 Mass. 390. Kapiolani v. Atcherley, 238 U. S. 119.

While a majority of the present board are unwilling in the administration of the trust to accede to the views and desires of the plaintiffs and the minority agreeing with them, the cross bill under the prayer for general relief cannot be maintained for their removal. Fordyce v. Dillaway, 212 Mass. 404, 411. Tempest v. Lord Camoys, 21 Ch. D. 571.

Nor on the record has the doctrine of ey pres on which the plaintiffs further rely any application; “for that is to be applied in giving a new direction to a charity, only when it becomes .necessary to do so to prevent the charity failing, because it cannot be applied agreeably to the literal intention of the donor.” Harvard College v. Society for Promoting Theological Education, 3 Gray, 280, 301. And whenever a charitable trust can be administered in accordance with the directions of the donor or founder, this court “is not at liberty to modify it upon considerations of policy or convenience.” Jackson v. Phillips, 14 Allen, 539, 591, 592. It is unnecessary to consider the question whether a case can be stated under which the doctrine will become applicable in the administration of the trust.

If the trustees appointed under the decree neglect or refuse to execute the trust, or abuse their powers, the Attorney General on his own initiative or at the relation of those who are beneficially interested can petition for their removal, and also can have relief in equity for an accounting, or, if the trustees are uncertain or are unable to agree among themselves as to their powers and duties, they can ask for instructions making him a party defendant. R. L. c. 147, § 11; c. 159, § 1. Odell v. Odell, 10 Allen, 1, 15. Drury v. Natick, 10 Allen, 169. Jackson v. Phillips, 14 Allen, 539. Attorney General v. Garrison, 101 Mass. 223. Ripley v. Brown, 218 Mass. 33. Attorney General v. Bedard, 218 Mass. 378.

We are of opinion for the reasons stated that the cross bill should be dismissed.

Decree accordingly.

* This suit is described by the master as follows: “In the year 1889 the plaintiff Crawford was assigned by the bishop at the Annual Conference to be the minister at the Bromfield Street church. Because of differences of opinion between the trustees and him as to the rights and powers of the trustees over the church property, he made contention that the trustees did ■ not properly hold title to the property. The matter was discussed at the quarterly conferences, and at the quarterly conference held on November 4, 1889, Doctor Crawford and Silas Pierce were authorized to institute proceedings in this court for the appointment of trustees to hold title to the property under the original deed; and subsequently such a petition was filed in this court, which with the proceedings thereunder appears in the case of George A. Crawford et al., petitioners, numbered 3007 on the equity docket. The case was referred to a master, but no hearings were had, and after the matter had been discussed at great length among the parties interested, a decree was entered by and with the consent of all parties on October 8, 1891, in which nine persons were named as trustees, and it was ordered that the incorporated trustees convey by proper deeds, to the trustees therein named and appointed, the land (or so much thereof as had not been conveyed to other parties) described in the deed of Jackson to Binney et ais., to hold, manage, or convey the same upon the trusts and for the purposes set forth in the original deed.”