106 N.E. 75 | NY | 1914
[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *285
Section
"§ 12. A religious corporation shall not sell or mortgage any of its real property without applying for and obtaining leave of the court therefor pursuant to the provisions of the Code of Civil Procedure," etc.
It has been held that broad words in a statute conferring powers and privileges on "a corporation" or on "any corporation" apply only to corporations organized under the laws of this state. "The legislature in such cases is dealing with its own creations, whose rights and obligations it may limit, define and control." (Matter of Balleis,
In my opinion the words of section
It is, however, argued on behalf of the defendants that under section 21 of the General Corporation Law, the Millennial Association could not convey its land without leave of the court. Section 21 reads thus:
"§ 21. Any foreign corporation * * * may take by devise any real property situated within this state and hold the same for not exceeding five years * * * from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise in the same manner as a domestic corporation."
The defendants rely upon the final words of this section, *288 which read thus: "and convey it by deed or otherwise in the same manner as a domestic corporation." The argument is that this clause requires a foreign religious corporation to obtain permission of the court before conveying its real property in this state the same as a domestic corporation.
Section 21 includes all classes of foreign corporations, and is not confined to those formed for religious or similar purposes. The statutes of this state prescribe certain solemnities which shall attend the transfer of title to real property, and it was those solemnities and nothing more that the legislature had in mind. (Saltmarsh v. Spaulding, supra; Hosford v. Nichols, 1 Paige, 220, 226.)
The same reasoning upon which it has been said that the visitorial power of the court over religious corporations applies only to corporations formed under the laws of this state leads to the conclusion that the sanction of the court is not necessary to authorize the conveyance by a foreign corporation under the General Corporation Law.
It is only by grace of section 21 of the General Corporation Law that the Millennial Association could take and hold the land devised to it. The legislature could, of course, impose any condition it saw fit upon the right of the association to so take and hold the property. (Christian Union v. Yount,
The defendants further contend that if the statutes of this state do not apply, still the Millennial Association could not at common law convey its land without leave of the court (MadisonAve. Baptist Church v. Baptist Church in Oliver St.,
It may be doubted whether the common law, which is the same in effect as section
However, it is not necessary to pass upon those questions now, nor upon the question as to the power of the Millennial Association under its charter to convey land. The facts which give rise to such questions were not pleaded, or proved, or found by the trial judge, and for that reason the questions are not before the court. (Gordon Malting Co. v. Bartels Brewing Co.,
I, therefore, recommend that the judgment appealed from be reversed and a new trial granted, with costs to abide the event.
CHASE, COLLIN, HOGAN, MILLER and CARDOZO, JJ., concur; WILLARD BARTLETT, Ch. J., concurs in result.
Judgment reversed, etc. *290