70 Vt. 201 | Vt. | 1897
This is an appeal from the decree of the'hourt of chancery dismissing the orator’s bill. By its bill, the orator alleges that Charles M. Bliss had rendered services of great value for the defendant, under such circumstances that the defendant is legally obligated to pay for them, and that he had expended large sums of money in its behalf, for
On this mass of material the orator makes in substance but two contentions.
First, that, on the facts found by the master, the orator is entitled to recover some sum and that the cáse should be recommitted to the master, or some other master, to find what that sum is.
Secondly, if the first contention is not sustained, that the master’s report should be set aside, and the case be heard de novo. _ '
In considering these contentions, it must be borne in mind that the defendant is not an ordinary stock corporation, chartered and organized for carrying on a business and making money for its stockholders, but a purely public and patriotic association, chartered for two public and patriotic purposes: first, fittingly to celebrate the centennial of the Battle of Bennington and the centennial of the State, as one of the United States; and, secondly, to erect a suitable monument to commemorate, for all time, the Battle of Bennington.
(1) To determine whether upon the master’s report the orator is entitled to recover some sum for the services and expenses of Mr. Bliss the entire report needs to be considered. The orator selects the resolutions of May 9, 1877, and contends that upon those resolutions alone, supplemented by the further facts found, that Mr. Bliss continued his services and expenditures after, the same as he had done before, their adoption, the orator is entitled to recover some sum, notwithstanding all the other facts found and reported in regard to the circumstances which caused those resolutions
These circumstances, briefly stated, ante-dated and attended the adoption of these resolutions. Mr. Bliss was a man of education and refinement, possessed of a great fund of information relating to men and events of the American Revolution, residing, in 1875, in Bennington, without a family and without business. He possessed but limited financial ability. When, during that year, the prominent men of Bennington began to agitate the idea of having in 1877 a centennial celebration of the Battle of Bennington and of the admission of the State of Vermont into the Union, and of erecting a monument commemorative of that battle, Mr. Bliss entered actively and heartily into all movements in that direction, and, in various ways, gave most of his time and efforts to it, became an active member of the Bennington Historical Society; devised and advocated the scheme to have the States of Vermont, New Hampshire, and Massachusetts join in erecting a monument and to ask Congress to aid in the work, and, as a means of getting an appropriation from the General Government, to urge upon Congress the propriety of erecting a monument upon each of the battle fields of the Revolution. This scheme outlined
The act made appropriations for the celebration and for a monument. It provided that the Governor should invite Massachusetts and New Hampshire to unite with Vermont in the erection of the monument. Before the Association was organized, Mr. Bliss, without knowing whether the Governor had extended the invitation required by the act, went to Massachusetts and presented to its Governor a request of the Historical Society to have that state join and make an appropriation for the erection of the monument. The Historical Society, January 29, 1877, passed a vote of thanks to Mr. Bliss “for his earnest and effectual work for the interest and welfare of the Society,” and paid him a small sum for postage and stationary, and expenses to Boston. The Assosiation never voted to pay for any of his services or expenses rendered in promoting the creation of the Association. The orator can recover nothing on account of them. Hall v. Vt. and Mass. R. R. Co., 28 Vt. 401; Hodges v. R. & B. R. Co., 29 Vt. 220. While the services and expenses rendered by Mr. Bliss as a promoter of the Association cannot be considered as laying any foundation for an obligation on the part of the defendant to pay the orator for them, they can and ought to be considered as showing his interest in the objects to be attained by the Association, and his willingness to render services and incur expenses, gratuitously, in behalf of the Association. The Association was organized January 10, 1877. Mr. Bliss
The Association when organized made no provision for compensating its secretary nor any of its other officers to May 9, 1877, when the resolution was adopted, and then, Mr. Bliss made no claim that he was entitled to pay for his services and expenses, nor had the directors to that time taken any action on the subject. Individually they did not understand that Mr. Bliss claimed pay for his services, nor that any of the officers of the Association were to receive pay for their services, but understood all such services were of a patriotic character, rendered without expectation of any pecuniary reward. It was understood, however, that when one went abroad under the direction of those in authority, or in performance of duties specially assigned, and then only, he would be reimbursed for his expenses.
Since the organization, Mr. Bliss’s time had been fully occupied by duties incident to his official position, in the discharge of which he had made several journeys. He had
September 12, 1877, the Association called upon the executive committee of the Centennial Commission and its treasurer to make a detailed report on collections and all disbursements for the Centennial Celebration of August 16th and 17th. October 1, 1877, in answer to Mr. Bliss’s resolution, which was then adopted, the report was made, showing a balance of $470.15 on hand, which was transferred to the defendant. In it there is an item of $734.44 for traveling and sundry expenses of committees. The master finds that the expenses of Mr. Bliss as a member of the literary committee were included in this item. We think these facts; — that this settlement was made with the knowledge of Mr. Bliss, made to ascertain what sum the Commission had, after all bills incurred by it were paid, to transfer to the Association, that the expenses incurred by him as one of the literary committee were incurred under this Commission, that he then made no claim to have them allowed to him, and that the expenses of the executive committee were only about fifty dollars, — have a tendency to establish the fact found from them by the master.
At the annual meeting of the Association, holden January 14, 1878, a financial agency, or committee, was created for the purpose of raising money, and authorized to put in operation such measures, and to employ such agents, as it might deem proper, and were invested with full power and discretion in the premises. August 16,1882, the Association withdrew the power of employing agents, and ordered the
In 1886 the legislature conditionally appropriated ten thousand dollars to purchase a site for the monument, and created a commission to make the purchase when the Association furnished a satisfactory guarantee that the monument should be commenced within six months after the site was secured, and that it should be completed within five years thereafter. This led the commissioners to inquire into the financial condition of the Association. On learning how much in cash, and state and government appropriations, the Association had, they inquired what claims, if any, existed against the Association. Among others they inquired of Mr. Bliss, and whether he had any claims against it. He “assured them that he had no claims against the Association for services and that the Association had paid him his expenses.” Mr. Bliss does not deny having made these various statements, in substance. The last statement was made January 5, 1887. He now says, when
“On the other hand, Mr. Bliss really believed that to his efforts more than to those of any other person the Association was indebted for the success it obtained in
If the master had added as he might have done because it was uncontroverted, and which the orator complains of him for not doing, that the association kept no account with Mr. Bliss, that fact would have added only to the conclusiveness of the facts reported; for it would have shown that the association did not understand it was dealing with him as its creditor. These facts under the law claimed by the orator, conclusively show that the orator is not entitled to recover, nor is their conclusiveness at all shaken or varied by the facts reported not heretofore referred to.
The solicitor for the orator claims in his brief that the resolutions of May 9, 1877, created some kind of a trust relation between Mr. Bliss and the association, which the orator has the right to have enforced. If we have correctly construed the resolutions, they created no such trust relation, but placed the matter of compensation for Mr. Bliss’s official and specially authorized services and expenses in the hand of the directors, for him to deal in regard thereto with the board of directors, and without such deal, no indebtedness, direct nor by implication, arose against the association in favor of Mr. Bliss. By them Mr. Bliss understood, or ought to have understood, that the directors held the funds of the association in trust solely for the accomplishment of the purposes set forth in its charter, to be guarded by them against any diminution except for services and expenses contracted for and authorized by the board when acting officially. No judgment for the orator could legally have been rendered on the master’s report.
II. The motion to have the report set aside and the case
It would contribute nothing to the law of the case to take up and point out seriatim the evidence tending to support the various findings by the master brought under consideration by the motion. The charges of fraud and corruption are wholly unsupported. Such charges should never be made unless the solicitor knows of, and produces, substantial evidence to sustain them. Whether he should have found, as urged, that Mr. Bliss was insolvent, rather than, “a man of moderate means,” is immaterial to the decision of the case. If found as claimed by the orator, it would not affect the proper judgment to be rendered. Neither does the omission of the master to find the value of Mr. Bliss’s services rendered and expenses incurred injure the orator, so long as it is found that the defendant was not indebted to him for any portion thereof not already paid. The solicitor has placed much stress upon his claim that the master did not give proper force to the assignments by Mr. Bliss to Mr. Child, to Henry I. Bliss and to the orator, and to various votes of the association when voting money to him. These were all to be considered in connection with the other evidence in the case, particularly in connection with Mrs. Bliss’s acts and declarations, and the acts of the association and the acts and testimony of its officers who were authorized to carry on particular branches of its
Decree affirmed, cause remanded.