134 N.Y.S. 271 | N.Y. App. Div. | 1912
On this appeal the appellant presents none of the evidence taken before the court, but simply the judgment roll in the action. The court made certain findings of fact, from which it appears that the defendant American Millennial Association is a foreign religious corporation, organized under the laws of Massachusetts, and had, at some time prior to the commencement of this action, acquired by devise the premises in question, a farm located in Livingston county, N. T. Thereafter and on February 21, 1908, the plaintiff entered into a written contract with the corporation whereby it agreed to sell the farm to the plaintiff for the sum of $600, $50 of which was paid on signing the contract. The balance was to be paid and the deed delivered on July 1, 1908. The plaintiff notified the defendant before that date that she was ready to fulfill her contract upon delivery of the deed to her. The corporation replied, suggesting that plaintiff prepare the deed. This was not done, however, until about December 1, 1908, when a tender of the balance due was made at the office of the corporation in Boston, but the corporation refused to accept the same or to sign any deed, and also refused to return the $50 which the plaintiff had paid on account of the contract. On or about January 29, 1909, the defendant corporation entered into a contract with the defendant Welch to sell the farm to him for $1,400. Thereafter the corporation took proceedings in the Liv
Section 12 of the Eeligious Corporations Law of the State of New York provides: “ 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.” (Consol. Laws, chap. 51 [Laws of 1909, chap. 53], § 12, which re-enacted Gen. Laws, chap. 42 [Laws of 1895, chap. 723], § 11, as amd. by Laws of 1902, chap. 208, and Laws of 1908, chap. 363.) Section 21 of the General Corporation Law of this State provides: “ Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or, upon any judgment or decree for debts due it, or, upon any settlement to secure such debts, any real property within this State covered by or subject to such mortgage, judgment, decree or settlement, and may .take by devise any real property situated within this State and hold the same for not exceeding five years from the date of such purchase, or 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.” (Consol. Laws, chap. 23 [Laws of 1909, chap. 28], § 21, which re-enacted Gen. Laws,
The trial court has held that under these provisions a foreign religious corporation must convey its real property in this State in the same manner as a domestic religious corporation, and that such foreign corporation cannot make a valid contract for the sale of its real property within this State without first obtaining permission of the court. It might be interesting to determine whether a foreign religious corporation can make a valid conveyance under such circumstances without first obtaining leave of court, and we are not prepared to say that section 21 of the General Corporation Law above quoted has the effect of bringing a foreign religious corporation within]the provisions of section 12 of the Eeligious Corporations Law. It is plain that the provisions of section 21 of the General Corporation Law afford to foreign corporations, religious or otherwise, certain privileges in the way óf taking, holding and conveying real property in this State. It may be that, as urged by the appellant, such provisions are merely permissive in their effect, and are intended simply to allow foreign corporations to come into our State and take, hold and convey real property in any manner authorized by their charters under the laws of the State where organized, and that any specific restriction on our own corporations does not apply to a foreign corporation, unless it can be said that such specific provision represents the public policy of our State in relation to all corporations, foreign or domestic. And there may be some force in the suggestion that the restriction in question here does not represent any public policy in that regard, for the reason that no statutory restriction upon the alienation of real property is placed upon religious associations generally, but only upon incorporated religious bodies. And the appellant contends that if this be so, the laws of Massachusetts would govern, in connection with the provisions of the defendant corporation’s charter, and that, in the absence of proof as to such laws or provisions, the presumption would prevail that the common law governs the matter in Massachusetts, and that it does not prevent a religious corporation from transferring its property in the same manner as any other kind of corporation.
We are, however, of the opinion that the trial court erred in holding as matter of law that a religious corporation cannot enter into a valid contract of sale without permission of the court. Ooncededly, under our statutes, .a domestic religious corporation cannot make a valid conveyance of its real property without such leave. But it seems logical and reasonable that a religious corporation may enter into a contract for the sale of its real property with the condition that conveyance be made upon permission of the court, if such can be obtained, and that even if such condition be not expressed, the court would imply such a provision in the contract. And we do not doubt that a court of equity in an action to compel specific performance of such a contract has ample power to inquire into the fairness of the contract and as to its advantage or disadvantage to the religious corporation, and to approve the proposed conveyance and direct it to be made where, upon all the facts, no valid
The defendants are entitled to judgment directing that the plaintiff’s contract be canceled of record upon condition that plaintiff recover back the sum of fifty dollars paid on such contract, with interest thereon from February 21, 1908, together with the costs of this appeal, and the plaintiff is entitled to judgment declaring such recovery to be a lien upon the premises contracted to be sold to her, and that if the same be not paid within thirty days after the service of a copy of the judgment hereby directed on the defendants S. Edward Hitchcock,
The judgment appealed from should be reversed and vacated and a judgment entered as above outlined.
All concurred; Kruse and Spring, JJ., voting for reversal in a separate memorandum by Kruse, J.
I agree to the reversal, but think there should be judgment in favor of the plaintiff requiring the defendant to carry out its contract and convey the premises. I think real property acquired and held by a foreign corporation, such as this, may be conveyed without obtaining leave of the courts of this State, and that the contract is enforcible.
Spring, J., concurred.
Judgment reversed and vacated, and judgment directed to be entered in accordance with the opinion of McLennan, P. J., with costs to appellant.