86 Cal. 159 | Cal. | 1890
— James Lick executed a deed of trust to certain persons named therein, by which large sums of money were to be realized from the property conveyed, and applied to various charitable and other beneficial purposes. Some changes were subsequently made in the trustees, which it is unnecessary now to notice. The plaintiffs in this action are the present trustees under
The first clause defines the general powers and duties of the trustees, with reference to the property conveyed, and is as follows: “1. To enter into possession of, have, receive, and recover the said property, and rents and profits thereof (except as herein excepted), and to let and to lease, until sale, and to sell, convey, and dispose of the same, and to convert the same into money (except as herein excepted), as rapidly as judicious management will permit; and out of the proceeds to make the payments hereinbelow directed; and a majority of said trustees shall determine when, on what terms, and what price, and on what credit the same shall be disposed of. And a majority of said trustees may likewise execute, acknowledge, and deliver all deeds, transfers, conveyances, assignments, and other instruments necessary and proper for the purposes aforesaid, and in all other matters in the execution of the trusts herein declared. And in case of the absence from the state of any of the said parties of the second part, trustees aforesaid, a majority of them shall be capable of executing the trusts herein created, without any notice to such absent trustee or trustees.”
The second clause provides for the payment of certain sums named to relatives of the donor. The third clause
The fourth, fifth, sixth, seventh, and eighth clauses provide for the payment of certain sums to various charitable and other institutions.
The ninth provides for the erection of monuments at the graves of the father, mother, sister, and grandfather of the donor.
The tenth and eleventh trusts are declared as follows: “10. And in further trust out of the proceeds of said property to expend one hundred thousand dollars ($100,000) to found an institute to be called the ‘ Old Ladies’ Home,’ to be located in San Francisco, as a retreat for women who are unable to support themselves, and who have no resources of their own; the right of admission thereto to be prescribed by A. B. Forbes, J. B. Roberts, Ira P. Rankin, Robert McElroy, and Plenry M. Hewhall, and the survivors of them, who shall receive the title to the lands on which the same shall be erected, and who shall hold the same until the same can be conveyed to a corporation authorized to maintain such an institution, said sum of one hundred thousand dollars ($100,000) to be expended under the direction of said Forbes, Roberts, Rankin, McElroy, and Newliall, and the survivors of them, and the site for the institution to be selected and acquired by them as soon as possible.
The twelfth clause provides for the erection of a monument in Golden Gate Park, in the city of San Francisco, to the memery of Francis Scott Key, author of “ The Star Spangled Banner.”
The thirteenth calls for the erection of a group of bronze statuary at the city hall in San Francisco.
The fourteenth clause is as follows: “14. And in further trust, to found and endow, at a cost of five hundred and forty thousand dollars ($540,000), an institution to be called ‘ The California School of Mechanical Arts,’ the object and purpose of which shall be to educate males and females in the practical arts of life, such as working in wood, iron, and stone, or any of the metals, and in whatever industry intelligent, mechanical skill now is or can hereafter be applied; such institution to be open to all youths born in California. The institution shall be founded and endowed under the direction of said Dr. J. D. B. Stillman, Horace Davis, A. S. Hallidie, John Oscar Eldridge, John O. Earl, and Hon. Lorenzo Sawyer, and the survivors of them, who are directed to acquire the site therefor, and to form a corporation, the only corporators being themselves; to own, control, and manage the said institution, the members of said corporation never to exceed seven, and vacancies in the membership to be filled from time to time by the survivors.”
The corporation mentioned in the fourteenth trust was organized before the site for the institution was acquired, the reason assigned therefor being that it was feared that on account of necessary delays in carrying out the trusts under said deed a sufficient number of the parties named would not survive to form the corporation at a later day. The California School of Mechanical Arts, the Society of California Pioneers, and the California Academy of Sciences filed answers, each calling upon the court to give a construction of the fourteenth clause of the deed above set out.
The court below found and decreed, in substance, that under the fourteenth clause the plaintiffs, as surviving trustees, and their successors, possessed the power, and it was their duty, to found, endow, and establish, ready to be put in operation, the institution named in said trust; that they are the executors of said trust, and the active promoters of the purposes of the donation; that in executing the trust the plaintiffs are to consult and seek the advice, guidance, co-operation, and concert of action of the persons named in said trust, and their survivors, or such of them as consent to act, and that it is the duty of such persons in their individual capacity to extend to the plaintiffs their advice, guidance, and co-op
The contention of the appellant is, that the intention
It must be admitted that, taking the fourteenth trust alone, or the whole of the provisions of the deed together, the meaning of this trust is ambiguous and uncertain. But after a careful study of the whole deed, we feel ourselves constrained to disagree with the court below. The first clause in the deed gives the trustees power to deal with and dispose of the property conveyed, and has no relation to their powers and duties with respect to property to be purchased for charitable and beneficent purposes thereinafter provided for. It simply gives them power to convert the property conveyed into money, and
We must look for assistance, if any can be obtained from other parts of the deed, to those parts which provide for the acquisition and improvement of lands. Of these may be mentioned the third, which provides for the purchase of land, and the construction of a telescope and observatory. Here there is no question as to who shall select the land to be purchased, as it is provided in express terms that it shall be lands designated by the party of the first part; nor can there be any question as to who is to take and hold the title. The trustees are required to purchase the land, and when the telescope and observatory are constructed, to convey it to the regents of the University of California, and turn over to said regents any surplus of the seven hundred thousand dollars remaining unexpended. There is nothing uncertain in the declaration of this trust, nor does it aid us in arriving at the meaning and intention of the donor in the fourteenth clause of the deed.
The tenth trust is more nearly like the one under consideration, and we think tends to show the general intent of the donor as to donations of this class. The tenth trust requires the trustees to expend one hundred thousand dollars to found an “Old Ladies’Home.” The right of admission thereto is to be prescribed by certain individuals named, “-who shall receive the title to the lands on which the same is to be erected, and hold the same until it can be conveyed to a corporation authorized to maintain such an institution; the money to be expended
The eleventh trust is of a like kind, and is similar in its provisions. It provides that the trustees shall expend the sum of one hundred and fifty thousand dollars, under the direction of certain persons named, and their survivors, the site or sites therefor to be acquired and held by the persons named.
In none of these provisions is the deed clearly or accurately worded, but the general intent of the donor is apparent. Whenever real estate is to be acquired and improved for a charitable or beneficial purpose, third parties are called in to acquire and hold the title, and direct the expenditure of the money; and the only duty imposed upon the trustees is to furnish the money to be expended. In neither of these cases could the trustees properly take or hold the property in their own names.
Although the fourteenth trust iseven more inaccurately worded, we think the meaning and intent of this clause of the deed must be held to be the same as in the others. In this trust, the trustees are required, not to expend a certain sum of money under the direction of other persons, but to “ found and endow the institution at a cost of a certain sum.” This is to be done under the direction of certain persons named, just as in the other two trusts of a like kind. The words “ found and endow,” used in this connection, must be held to mean the same thing as the requirement in the two other trusts of a like kind that they shall expend the money for the purpose. This, it seems to us, is made clear by other provisions contained in the fourteenth trust. The parties named, and not the trustees, are required to acquire the site. This, of course, is equivalent to saying that they shall acquire the title to the site. They are not required to acquire the site for the trustees, nor are the trustees given any power or authority to act in the selec
As we construe this trust, therefore, the trustees have no other power or duty in this connection than to furnish the money, up to the amount named, to be expended as directed by the other parties named. The latter are required to select the title to the site, and take the same in their own names; or, if the corporation provided for is formed before the title is acquired, it might, with equal propriety, be taken directly to the corporation, as the ultimate object of the trust is to vest the title in the corporation, and not in the individuals. We do not regard-it as of any importance whether the corporation is formed before the site is acquired or after, or whether the title to the site is conveyed to the individuals named, and by them conveyed to the corporation, or is conveyed directly to the latter in the first instance. These matters relate to the mere form of procedure under the deed, and cannot affect the substance of its provisions, which is that the title shall finally vest in the corporation. It is probable that action by the individuals, as such, was provided for with the idea that action might be necessary before a corporation could or would be formed,'but what the reason for it was is not material.
The question whether the trustees are bound to pay over at once to the individuals or corporation the sum of money named, or to furnish it when needed, and in the amounts and for the purposes directed by them, is not so easily answered; but in the light of the provisions of
We have been unable to find anything in this deed tending to show an intention on the part of the donor that the parties mentioned in this trust are to act as the mere advisers of the. trustees, or that the trustees may act without, or in opposition to, their direction, or that the title to the property should be taken by or in the name of the trustees, and by them conveyed to the corporation. On the contrary, the parties mentioned in the trust are to be the actors in the matter of acquiring the site, and directing the improvement of the property; and they alone could convey the title to the property, because they, and not the trustees, are expressly required t<? acquire such title.. Th.e_ court below was right in
The judgment is reversed, with instructions to the court below to enter judgment in accordance with this opinion.
Fox, J., and Paterson, J., concurred.