151 Mich. 452 | Mich. | 1908
This is a certiorari proceeding to review the action of the circuit judge in overruling a demurrer to an information in the nature of a quo warranto. The following statement as to what is contained in the information is taken from the brief of one of the counsel for relator. It alleges:
“That on the 6th day of July, 1898, articles of association pursuant to, and in accordance with, provisions of Act No. 242 of the Public Acts of 1863, entitled ‘ An act for the incorporation of hospitals and asylums in cases where valuable grants or emoluments have been made to trustees for such purposes,’ and the acts amendatory thereto and supplemental thereof, were duly filed and recorded in the office of the secretary of this State by and at the instance of certain persons as incorporators, and said incorporators thereby formed .themselves into a corporate body pursuant to the act above mentioned, under the name of the Michigan Sanitarium & Benevolent Association, having its principal place of business at Battle Creek, Michigan; that the purposes of said alleged corporation were:
“ ‘To found a hospital or charitable asylum within the State of Michigan for the care and relief of indigent or other sick or infirm persons, at which institution may be received also patients and patrons who are able to and do pay for the benefits there received, and which institution shall devote the funds and property acquired and received by it from time to time from all sources exclusively to maintaining itself, improving its condition and facilities, extending its benefits and usefulness, and facilitating and promoting its purposes by such sanitary, dietetic, hygienic and philanthropic reforms and efforts as are germane or auxiliary thereto; all of its*454 said purposes being undenominational, unsectarian, philanthropic, humanitarian, charitable and benevolent, and in no manner, directly or indirectly, for private profit or dividend paying to any one.’
“That while said association formed under the said statute, and while operating and Conducting a charitable hospital and asylum to the extent of administering said trust, the building and grounds upon which it stands, while occupied for the objects and purposes specified, are exempt from taxation; that said association claims that all of its buildings and grounds and personal property are exempt from taxation, though the same is greatly in excess of that which is necessary for the administering of said trust, and said corporation has refused, and still refuses to pay the taxes levied upon its property by the assessor of the city of Battle Creek, covering the State, county, city and school taxes; that said corporation has ever since its organization exercised, and now exercises, certain franchises and privileges not conferred upon it by law and in violation of the act under which it is formed, and under its articles of association; that while claiming to maintain and operate a so-called charitable hospital said corporation has a thoroughly equipped sanitarium, ánd is patronized almost exclusively by patients abundantly able to pay for the care and treatment received; that said institution is not. conducted solely nor chiefly as a charitable institution, as is contemplated and required by the statute under which it is organized; that the charity claimed to be extended by such association, except in rare cases, is not to needy and worthy indigents, but consists in discounts and favors to those able to pay for the care and treatment received; that a majority of' the so-called charity patients are nonresidents of this State, in violation of the provisions of the statute under which said association is organized; that while said association claims to pay no dividends to its stockholders, yet as a matter of fact, it purchases its supplies largely from corporations and associations composed wholly or principally of the officers and managers of the association, and thereby such officers and managers derive and receive large befiefits and profits, contrary to the intent of the statute under which it is organized, and while said association claims to be undenominational and unsectarian, yet it makes discriminations in favor of certain patients by'reason of their affiliation with certain sects or religious
“The information further sets forth the manner in which the property was acquired by the present association from a former corporation known as the Health Reform Institute, which institution was before the formation of the present association carrying on the same business and at the same place as the present association is carrying on, and was formed under a statute of the State, but not formed under the statute which exempted it from taxation ; and that when the present association was formed by certain persons pretending to denote the aggregate sum of $7,000 to certain trustees for the purpose of founding the present association, and the property which was turned over to it by the Health Reform Institution is greater than said $7,000 mentioned; that the Health Reform Institute being formed under another statute of the State made no claim that its property either real or persona] was exempt from taxation, although it extended just as much charity as is extended by the present association.
“ The information further states that while the present association, respondent, purports and claims to have been formed under the statutes of this State, for the purpose of establishing a charitable hospital, it was not, in fact, formed for any such purpose, but was formed, and since its formation has been carrying on its business for the purposes of profit, and not for the purposes of charity and benevolence; and that while purporting and assuming to be a charitable institution does so principally for the purpose of withdrawing or shielding its property from taxation, and for the purpose of accumulating a large amount of property to be held free from taxation; that its general manager is Dr. John H. Kellogg, and his assistant is William K. Kellogg, said’two persons having charge and
“It is further alleged that it has not been heretofore the bona fide desire and intent of the persons maintaining the affairs and business of said respondent, either at the time of the formation of respondent association or since, to operate said association or its business, and use its property for the purpose of charity or benevolence, or for a charitable hospital; but that the true object of the formation of said association was for the purpose of accumulating a large amount of property, taking title thereto in the so-called charitable association, to make a large income or profit out of the same, and at the same time to avoid the payment of taxes which are ordinarily assessed against such class of property, and to escape taxation upon the property owned and used for profit and for purposes other than charitable; and that the whole of the funds subscribed and purported to be contributed for charitable purposes at the time of formation of respondent is claimed to have been only the sum of $7,000.
“It is further alleged that the actions and doings of
“It further alleges that John H. Kellogg, the manager of said respondent, is a physician and surgeon, and that all medical treatment and surgical operations are under his immediate supervision and control, he prescribing treatment both medical and surgical, and while in many instances said John H. Kellogg performs surgical operations and the charges for the same are paid to said association, yet in other instances said charges for treatment or surgical operations are received by said John H. Kellogg for his own benefit, and he retains the money paid for the same; that while said respondent association claims to have been incorporated under the aforesaid statute for the purpose of administering charities and benevolences, and that its purposes are undenominational and unsectarian, yet as a matter of fact, the business of said association is and has been carried on in the interest of the religious denomination commonly called the Seventh Day Adventists, and t h atnearly, if not entirely all, of the physicians, nurses and attendants employed by said association are members of the Seventh Day Adventists Church Society, and said last named society in fact controls to a considerable extent the respondent association; that the teaching of said church society is promulgated in said association, and said association is being carried forward in a great measure by said church society for the purpose of promulgating its belief; amongst other things, Saturday instead of Sunday being observed as the Sabbath Day; that the said respondent association is not now, and for a long time past has not been exercising acts under its franchise or articles of association; that for a long time it has been, and is, carrying on its business in direct conflict with the provisions and intent of the statutes under which it is formed; that it has substantially abandoned the work of extending charities and benevolences for the relief of the indigent, or other sick or infirm persons, and has used the funds which were purported to have been furnished for the establishment of a charitable asylum as contemplated by the statute of the State, for the purpose of gain and profit to the individuals who
The important objections of the appellant to the action of the court below are:
“Equity alone has jurisdiction and authority to deal with the propositions submitted by the acts set up in the amended information. As these propositions relate in no way to the life and being of the corporation, but have respect only to the administration of the trust by the trustees, and when properly invoked, courts of equity have inherently the power to compel the trust to be properly and rightfully administered by the trustees. * * *
“Under the statute laws and judicial polity of this State, courts are without power or authority to administer charitable uses of an indefinite nature either as to objects or beneficiaries such as we have in the case of the sanitarium association, hence the donation in that ease would have failed as a trust for charitable uses but for the act under which the sanitarium is incorporated, the courts being without jurisdiction in this State to uphold or enforce such an indefinite charitable trust as was created by the donors in the instrument of gift. * * *
“ The donation upon which the incorporation of the sanitarium association is founded is a gift to charitable uses of a purely public character. The legislature in its capacity as the representative of the sovereign power of the State, by statute authorized its administration by a quasi-public instrumentality, and the courts have power
“ The incorporation of the sanitarium association constitutes a contract between the State and the donors, reserving the right in the legislature alone to provide, if it should deem more expedient for the public interests, some other and different agency for administering the charitable use, for while it may be the method* of administering the charity can not become a vested right in the association, the property donated and all property afterwards acquired is vested in the State through the agency of the sanitarium association, as a perpetual charitable use over which the courts have no control except to require the trustees to faithfully discharge their duties under the trust created by authority of the legislature.”
But it is said the writ ought not to be allowed because an ample and adequate remedy is found in equity by virtue of 3 Comp. Laws, § 9755 et seq. It is doubtless true that a remedy through the equity court may be available, but it does not follow that for that reason the remedy by quo warranto must fail. Both remedies are provided by the statute. In the case of Attorney General, ex rel. Wolverine Fish Co., v. A. Booth & Co., 143 Mich. 89, a like question was under consideration. Justice Hooker, speaking for the court, said:
“Is quo warranto a proper remedy? We have no doubt that a bill in equity would lie to restrain the unlaw
The many authorities'cited by him are in point.
There would be great force in the contention that equity-alone has jurisdiction in this case if the only remedy which could be given in these proceedings is to take away respondent’s charter, and to deprive it of all capacity whatever to administer the trust reposed in it. For we do not decide that the case made by the information warrants that relief. Other relief may however be given in this quo warranto proceeding. The case made by the information shows that respondent is exercising a franchise or a privilege not conferred upon it by law. This it has no right to do and this it may be prevented from doing by a proper order made in this case without depriving it of authority to carry on its legitimate business. Section 9950, subd. 5, 3 Comp. Laws, authorizes the filing of “An
It is said the case is practically decided by the opinion of this court in Michigan Sanitarium & Benevolent Ass’n v. City of Battle Creek, 138 Mich. 676, in favor of respondent. That opinion was based upon the case as then made which was a very different case from the one before us. The case stated in the information and admitted by the demurrer makes it necessary, if a defense is to be interposed at all, for the respondent to make answer. This it will be allowed to do within a reasonable time.
The order of the court below is affirmed, with costs.