12 Conn. 113 | Conn. | 1837
The plaintiffs seek, by their bill, to procure the interposition of this court, to prevent the destruction of a fund for the support of the ministry in the society, which, they claim, is about to be done, by returning the money subscribed for that purpose to the subscribers and their representatives. The defendants claim, that the society have a right to return the money subscribed for this purpose, when they think it is no longer necessary or useful to the society; and also, that the facts stated in the bill do not warrant the interposition of a court of chancery.
The first ^objection to this bill, i?, that it does not shew, by proper averments, that the fund was accepted, by the society.
It is said, no vote is stated, nor the time of acceptance, unless by the vague allegation that it was in a reasonable time.
The bill alleges, that the plaintiffs and ethers, being anxious to promote the welfare of the society, by raising and perpetu-
The objection is, that the vote of acceptance and the time are not shewn. If a vote of the society was necessary to prove an acceptance, it is only evidence of it, and of course, need not be pleaded. The fact of acceptance is alleged ; and that is sufficient. Under that allegation a vote may be shewn as evidence of such acceptance. And if it is not necessary to set forth a vote in the bill, it would seem unnecessary to allege any specific time of acceptance ; as by the constitution of the subscribers, no time was fixed in which it must be done, but merely that after it was done, the whole management should be transferred to the society. At all events, if the society did, within a reasonable time, accept the special trust and management of this fund, and have actually received the avails, it would require some authority to prove, that because the precise time of such acceptance could not be, or was not, pointed out, therefore they could not be called to account for an attempt to misapply it.
The next objection is, that if any obligation rests upon the society, it is created by a contract arising by implication of law from the facts stated ; and that such contract is not alleged in this bill, but only the evidence of it. A little attention to this bill will shew what foundation there is for this objection. The bill states the object of the subscribers to be a permanent fund for the support of the ministry. It then shews the constitution or agreement for the regulation and disposition of said fund; and that the fund has been transferred to, and received and is now held by, the society, “ according to the terms and conditions, and for the purposes, specified in said subscription
We come, then, to the merits of the case.
The plaintiffs claim, that this fund in the hands of the defendants, is in the nature of a trust fund, to be held, by the society, for the uses and purposes for which it was originally destined, forever. The defendants, on the other hand, claim, that this was a donation to the society, which they had a right to accept or not, and which they may keep or return at pleasure : that when they become rich and do not need it; or when, in their opinion, it does not promote the peace and welfare of the society, or the objects originally intended ; the society may return it to the donors : that the subscribers gave up their respective individual interests to the society, who, being a corporation, may act by a major vote.
If this fund was a donation to the society, as is claimed, without restriction or condition, the society might return it to the donors, or use it for any other purpose to which they might apply any other property of the corporation. But if it was to be held, as the bill alleges, according to the terms and conditions of the constitution adopted by the subscribers, we must resort to that instrument to determine what are the powers and duties of the society. It shews, that the subscribers, being desirous to promote the welfare of the community, and being reminded that funds were among the best means of promoting that object, and being of opinion that a fund safely deposited for the purpose of defraying the annual expenses of the society to which they belonged, or some part thereof, would be of great benefit to themselves and their posterity, covenanted, among other things, that the money subscribed should be a permanent fund for the support of the gospel ministry in the present congregational society in Plymouth; that the interest should be so applied; that until the subscriptions were due, the business of the fund should be conducted, by a committee of the subscribers chosen annually; and afterwards, the whole management should be transferred to the society. The object
It is said, it was given for the benefit of the corporate body ; and so they had the legal and the beneficial interest. But was it intended for the benefit of the corporation, as such ; or for the good of the individuals composing it or connected with it? In our pecuniary corporations the legal estate is in the corporate body ; but they hold it for the benefit of the individual stockholders. The corporate body has not all power, and may do acts to the injury of individual stockholders; and if it does, & eourt of chancery will restrain it.
It seems to be claimed, that this is done with the consent of the cestui que trusts themselves. But the corporate body) a being without a soul, is not the cestui que trust. The object of the subscribers w’as, to confer a benefit on themselves and their children, on each individual member of the society and their posterity, so far as they should remain within the influence of the gospel as there dispensed. Nay further ; if, as the
It is asked, shall the plaintiffs complain that their own money is to be returned to them? The plaintiffs represent themselves and others interested in the fund ; and complain, not merely that their own money is to be forced back upon them, but they are to be deprived of the stipulated benefit of the money of others. They also complain, that there was a solemn contract entered into, by which it was stipulated, that if one of the parties would pay a certain sum, others would also contribute certain sums for an important common object; after which no one had a right to withdraw what he had appropriated, without the consent of all; and he who put in the smallest sum, had no more right than he who subscribed the largest; nor would it give the right because he consented that others should do so too. As the consent of all was necessary to make the contract originally, the consent of all must be necessary to dissolve it; and the court cannot go into the enqui-ry whether the minority are not as much benefitted, by having their money returned, as by having it used in the manner agreed upon ; and if the fund was productive only of evil, as was claimed by one of the counsel, still a part of those interested could not vacate the bargain. Could such a state of facts be proved, it is not necessary to say there could be no remedy. But certainly the individual, whether a natural person or a corporation, who is in the situation of a trustee, although he may have some beneficial interest, is not constituted an umpire to decide this question. A corporation has power, by the vote of a majority, to decide upon all subjects over which they have controul; but they are persons of limited capacities, and when they attempt what is beyond their power, their vote can have no more effect in court, than it is entitled to, by the reasons which produced it. The defendants, then, must shew, that they, as a corporation, possess a power, which the committee in whose hands these funds were first placed had not, before their vote can be obligatory upon all persons interested there
In the case of The Attorney General v. Christ's Hospital, 3 Bro. Ch. Rep. 165. 1 Russ. Sp Myl. 626. where an annual sum of 4001. was given for the support of six poor children, and in case and as often as the governor of the hospital should refuse or neglect to take in and maintain the number, the money was to be applied to support the same number in such other school or manner as bis executor or the corporation should see fit; it was held, that the defendants having once accepted the legacy, they were forever bound by the condition, whether the receipts were sufficient or not; although it was contended, that the testator never could have intended to encumber the institution, by the legacy he gave to it. It was there said, as it has been here, shall the defendants be compelled to remain holders of this fund contrary to their mind and will? But if they are trustees, or stand in the relation of trustees, they certainly cannot change that relation at pleasure. No rule is better settled than that trustees cannot, without consent of the cestui que trust or a court of chancery, change that relation at pleasure, or discharge themselves of the trust, or “ denude” themselves of the trust, as it is sometimes expressed. Chalmer v. Bradley, 1 Jac. & Walk. 68. Shepherd v. McEvers, 4 Johns. Ch. Rep. 136. And this court has decided, that where moneys were given to a society to belong to them to support a free school in the centre district; and the society, instead of applying it for that purpose, made an agreement with the heirs of the testator, by which they were to receive a certain part of the money and apply it to the support of the gospel; such an attempt to divert this fund from the object of the testator, was fraudulent and void. Bailey & al. v. Lewis & al. 3 Day, 450. 464. In that case, the fund was given to, and to belong to, the society; but it
But we need no authority but that of cur statute. An ancient enactment, still in force, has provided, that when lands, money or other estate are given or sequestered for the use and support of the ministry in any society or congregation in this state, the society may appoint a committee, who shall have power to demand, recover, and receive and take care of all such lands, money or estate for the use of the ministry, according to the true intent of such grant, donation and sequestration. Stat. 435. tit. 94. s. 11. The society, therefore, had nothing to do but to follow the true intent of the subscribers; and the moment they deviated from it, they deviated from the letter of the statute, as well as from the constitution of the subscribers. A return of the money subscribed was no more within the contemplation of those wTho signed the constitution for a fund, when it was committed to this corporation, than the arrangement made by the society and the heirs was in view of the testator, in the case of Bailey v. Lewis; and there is no more apology for a violation of that intent, in this case, than in that. The society of Plymouth, therefore, when they passed the vote complained of, attempted an act which was to nullify the sequestration of this property, and destroy the very object in view, when the subscribers pledged their faith to each other. Such an attempt is contrary to all the principles which regulate courts of chancery upon such subjects, and in face of our statute, and cannot be countenanced by this court.
If any reasons existed why this fund should be broken up, or the society should no longer remain managers of it, application should have been made to a court of chancery, who would have given such direction as would have comported with the safety of the fund, and its faithful appropriation, and the convenience of the society.
The superior court is advised to overrule the demurrer.
Demurrer overruled.