Stone v. Hackett

78 Mass. 227 | Mass. | 1858

Bigelow, J.

The key to the solution of the question raised in this case is to be found in the equitable principle, now well established and uniformly acted on by courts of chancery, that a voluntary gift or conveyance of property in trust, when fully completed and executed, will be regarded as valid, and its provisions will be enforced and earned into effect against all persons except creditors or bona fide purchasers without notice. It is certainly true that a court of equity will lend no assistance towards perfecting a voluntary contract or agreement for the creation of a trust, nor regard it as binding so long as it remains executory. But it is equally true that if such an agreement or contract be executed by a conveyance of property in trust, so that nothing remains to be done by the grantor or donor to complete the transfer of title, the relation of trustee and cestui que trust is deemed to be established, and the equitable rights and interests arising out of the conveyance, though made without consideration, will be enforced in chancery.

The leading case in which this principle is declared and acted on is Ellison v. Ellison, 6 Ves. 656, in which Lord Eldon decreed the enforcement of a trust, which in its creation was wholly voluntary and without consideration. This has been followed by many other eases in which the same principle has been recognized. Pulvertoft v. Pulvertoft, 18 Ves. 84. Ex parte Pye, 18 Ves. 140. Sloan v. Cadogan, Sugd. Vend. & Purch. (11th ed. 1119. Fortescue v. Barnett, 3 Myl. & K. 36. Wheatley v. Purr 1 Keen, 551. Blakely v. Brady, 2 Dru. & Walsh, 311. Browne v. Cavendish, 1 Jon. & Lat. 637. Eekewich v. Manning, 1 De Gex, Macn. & Gord. 176. The last named case contains a fui. discussion of all the authorities, and a clear and accurate statement of the doctrine on the subject.

The application of the principle established by these authorities is entirely decisive of the rights and duties of the parties to this suit. The conveyance or transfer of the shares to the plaintiff in her capacity as trustee was full and complete and vested in her the legal title to the property. No further act was to be done by the original owner of the shares to consummate the plaintiff’s title. As between the parties, the delivery of the certificates of stock, with the assignments of some of them, and the power of attorney to transfer the others, was equivalent to a complete executed transfer of the shares. Nor is it at all material to the validity of the plaintiff’s title, that transfers of the shares had not been recorded in the books of the different corporations and new certificates of stock taken out by her. That was not necessary to the conveyance of the legal title as between the donor and the plaintiff. This is well settled by the authorities in this state. Quiner v. Marblehead Social Ins. Co. 10 Mass. 476. Ellis v. Essex Merrimack Bridge, 2 Pick. 248. Sargent v. Franklin Ins. Co. 8 Pick. 96. Fames v. Wheeler, 19 Pick. 444. Such too is the plain import of the statute preserib ing the mode of transferring shares in railroad corporations which provides that no conveyance of shares shall be valid “ against any other persons than the grantors or their representatives,” unless recorded as therein directed, clearly implying that no such record is necessary to pass the title as between the vendor and his personal representatives. Rev. Sts. c. 39, § 52. There was then a legal transfer of the property, fully executed to the plaintiff. There was also a full and explicit declaration of trust, executed by her and delivered to the grantor, by which she accepted the gift and took on herself the execution of the trusts which he intended to establish. Nothing therefore was left in fieri. The transaction was a completely executed transfer of property, and fully created a trust, which, according to the principle already stated, a court of equity is bound to recognize and enforce.

It was suggested by the learned counsel for the widow that the donor never parted with his power or dominion over the property, because he retained a right to annul or revoke the trust. But this seems to us quite immaterial. A power of revocation is perfectly consistent with the creation of a valid trust. It does not in any degree affect the legal title to the property. That passes to the donee and remains vested for the purposes of the trust, notwithstanding the existence of a right to revoke it. If this right is never exercised according to the terms in which it is reserved, as in the case at bar, until after the death of the donor, it can have no effect on the validity of the trusts or the right of the trustee to hold the property.

Nor are we able to see any force in the suggestion that the trust which the donor created in some of its features looked to a disposition of the property which was the subject of the gift, after his death. We know of no principle of law which renders such a transfer of property inter vivas invalid. The entire jus disponendi was in the donor. Perhaps if there were any facts to show that the transaction was intended to be testamentary in its character, and was entered into for the purpose of evading the provision of law regulating the execution of last wills and testaments, there might be some ground for impeaching the validity of the conveyance and withholding the sanction of the court from the trusts which the donor intended to establish. But it is not necessary to determine this question; because there is no evidence from which any such intent on the part of the donor in the present case can be inferred. The form of the transaction, and the trusts which were declared between the parties, afford no just ground for the inference that there was any collusion or fraudulent attempt by the donor to defeat the operation of the law of the State of New Hampshire or to deprive his widow of a fair share of his estate.

For these reasons we are of opinion that a decree should be entered declaring the validity of the trusts set out in the bill, and directing the plaintiff to dispose of the property accordingly.

Decree accordingly.