177 A.D. 755 | N.Y. App. Div. | 1917
Joseph M. Goldberg died on January 2, 1916. He left a last will and testament, duly admitted to probate by the Surrogate’s Court of New York county on February 15, 1916, whereof the clause sought to be construed read as follows:
“Second. My real and personal property located and situated in Pomona, Rockland County, New York, I hereby give, devise and bequeath to my sisters Gussie, Miriam and Pearl, to have and to "hold for their use and occupation, during the lifetime of my sisters Gussie and Pearl, and upon their death the title to said property shall vest in the Young Women’s Hebrew Association of New York, to be used as a retreat for convalescent working women. Should the said association decline the said bequest, then the said title shall vest in any Jewish charitable institution that my executors shall select; on condition that the said property shall be used as a retreat for convalescent Jewish working women.”
The personal property referred to in this clause of the will consisted of household furniture contained in a building erected upon real estate at Pomona, Rockland county, N. Y., which was the only property in said town or county in which testator ever had been interested. This real estate consists of about .forty-seven and one-half acres of land. Prior to September, 1908, the testator, Joseph M. Goldberg, entered into a contract for the purchase of said property from John McNamara, Jr., and Edward McNamara for the consideration of $4,200, whereof the sum of $1,000 was to be paid in cash and the balance in a purchase-money mortgage, due in five years and bearing interest at six per cent. Thereafter and on September 24, 1908, Goldberg caused to be incorporated under the laws of the State of New York a corporation known as “Joseph M. Goldberg ” (hereinafter referred to as the corporation) with a capital stock of $1,000, divided into twenty shares of the par value of fifty dollars, whereof Goldberg subscribed for eighteen shares, Boris Franklin for one, and Shepard Saet for one. The duration of the corporation was fixed for five years from the date of incorporation. Its business was “ to purchase and sell farm land, to give bonds secured by mortgage on real estate.” The first meeting of the incorporators and stock
Treating the corporation as the legal owner of the title to this real' estate during its corporate life, it is clear that title could not remain in it after it legally ceased to exist. The corporation by its certificate of incorporation died at the expiration of five years from the date of incorporation, viz., on September 24, 1913. At the end of the term for which it was incorporated the corporation ceased to exist by virtue of the expiration of that term and no adjudication of a court was necessary to terminate the corporate life. (People ex rel.
The decree of the Surrogate’s Court is reversed and a decree directed to be made that testator was the owner of the equitable title to the real property mentioned in the second clause of the will, and that such clause is valid and effective to pass said equitable title of the testator in such real property to the beneficiaries therein named; the provisions for costs in said original decree to be modified by disallowing costs to Marie B. Goldberg and allowing seventy dollars costs each, instead, to the attorneys for the Young Women’s Hebrew Association and to the attorney for Miriam Schiller, Gussie Mutnick and Pearl Goldberg, an infant. Costs and disbursements of this appeal to he allowed to both appellants and respondents who have appeared therein, payable out of the estate.
Clarke, P. J., Laughlin and Shearn, JJ., concurred; Davis, J., dissented.