5 Utah 538 | Utah | 1888
Lead Opinion
In this suit, brought to wind up the affairs of the late corporation of the Church of Jesus Christ of Latter-Day Saints, a receiver was appointed of the property and effects of said late corporation, and the receiver has filed his petition herein, alleging that certain personal property of said late corporation is in the possession of certain of the defendants, namely, John It. Winder, Bobert T. Burton, and William B. Preston, and prays that an order be made commanding said defendants to deliver the property to the receiver. Said defendants, Winder, Burton, and Preston, answered to said petition, denying that Winder or Burton ' had possession of said property, and denying that Preston had possession of it in the capacity of agent for said church, or for any of the defendants; and they allege, as further and separate answer, that on the 28th of February, 1887, John Taylor was trustee-in-trust for the said church, and was in possession of said property, and assigned and delivered the same to another corporation called the “Church Association of the Salt Lake Stake of Zion;” and that said association, on the 12th day of March, 1887, assigned, transferred, conveyed, and delivered said property -to William B. Preston, presiding bishop of said church, in trust, to be used and employed in the construction of the Salt Lake Temple; said temple being owned by the said Church'of Jesus Christ of Latter-Day Saints,- and at all times used exclusively for religious purposes. That said Preston, presiding bishop, then took possession of said personal property, except such as had been expended in the use and construction of the temple, and that such property now in his possession is being used for said designated purpose and none other. Upon the issues thus raised, a large amount of testimony' has been taken, from which it appears that this property had come into the possession of John Taylor, as trustee-in-trust for the Church of Jesus Christ of Latter-Day Saints; that the purpose of the members of that church in donating the property was that it be used to aid in the construction of the Salt Lake Temple; that said Taylor, as' such trustee in trust, executed a transfer of said property to the Church Association of Salt Lake Stake of Zion, a
The defendants contend that the receiver’s power is confined and limited to the rights of the corporation of the Church of Jesus Christ of Latter-Day Saints at the date of its dissolution. The receiver’s power is no doubt confined and limited to such property as the corporation owned at the date of its dissolution; but it would not follow that the receiver’s power is confined and limited to the rights of the corporation at the date of the dissolution. The late corporation, or John Taylor, its trustee in trust, might not have had the authority to impeach the assignment or transfer to the church association; yet it vrould not follow that the receiver might not have that power. It is urged that he can have no such power, because he simply represents the court, and that the court’s authority is in the nature of that of an administrator, and it represents only a deceased person. If the statement were correct that the receiver represents only the late corporation, perhaps he could not attack the transfer to the church association; but the fact is that the receiver represents other interests than those of the late corporation. He represents the government, and represents all who have interests in the property. The receiver does not come in as the appointee or the successor of the late corporation. He comes in by authority of the law, to act for the court in holding and possessing all property of the late corporation, subject thereafter to distribution or disposal according to the law and rights of parties. The court is in no sense the representa-
The matter for our consideration, then, at this point, seems to be, was the assignment or transfer made by Taylor, trustee-in-trust, to the church association illegal? The transfer is dated the 28th day of February, 1887, but no delivery or notice tlfereof to the assignee took place, or is claimed to have taken place, until the 2d day of March following. Whether there was any delivery of the transfer or assignment on the 2d of March is not clear from the evidence; yet, if it took place on the 2d of March, the further . inquiry arises as to whether there was a delivery of property on that day. A delivery at any subsequent time could not have taken place, as with the 2d day of March the life of the assignor corporation went out, and its existence ceased. No single witness swears positively that there was a delivery of the property on that day. Some attempt so to do, but before closing their testimony the inconsistencies and indefiniteness of their statements leave the question in doubt. Mr. A. M. Cannon, who seemed to act as the representative of the church association in the matter, refused to accept the possession of the property until it was listed to him, and that was not done for several days after the 2d of March. He took control in the office on 2d of March, but nothing further wasd one on that day. He claimed to have taken possession on the morning of the 2d of March, but was not positive. He was positive that he took possession in the morning of some day. If such was the fact, it would follow that the accounts should have begun on that day, and that the workmen who were operat
. The territorial statute in regard to conveyances made for fraudulent purposes, says: “(1017) Sec. 8. Every conveyance or assignment, in writing or otherwise, of any estate or interest in lands, or in goods, or things in action, or of rents, or profits issuing therefrom, and every charge upon lands, goods, or things in action, or upon the rents or profits thereof, made with the intent to delay, hinder, or defraud creditors or other persons of their lawful suits, damages, forfeitures, debts, or demands, and every bond or other evidence of debt given, suits commenced, decree or judgment suffered, with the like intent, as against the person hindered, delayed, or defrauded, shall be void.” Comp. Laws, p. 341. This section is substantially same as 13 Eliz. c. 5, and is merely declaratory of the principles of the common law. Hamilton v. Russel, 1 Cranch, 310. It might be said, perhaps, that the section of the statute which declares invalid, as against creditors, an assignment made in trust for the benefit of the assignor, is not applicable to the case at bar for the reason that the word “creditors” alone was used; yet the section (1017) which we have quoted, makes void every assignment of goods, etc, “made with intent to delay, hinder,'or defraud creditors or other persons of their lawful suits, damages, forfeitures, debts, or demands.” This language is broad enough to
Taking all the facts together,-we do not think that there was. a delivery of the property to the church association prior to the 3d day of March, 1887, or that there ever was any change in the actual ownership of the property in question. It is now only in the hands of a different trustee, but the transfers were merely made to enable the church to retain what the law said it should not retain. They were not made in good faith, but for the evident purpose of defrauding the government of the benefits to be acquired under the statute. ' The statutes made for the suppression of frauds are to be interpreted liberally for that purpose. Twyne’s Case, 3 Coke, 80; 1 Smith, Lead. Cas., 1. The real gist of the transfers was intended to be a conveyance by the church as incorporated to the church not. incorporated. As this could not be done directly, it was necessary that it be done indirectly through the church association, as no other object for these various transfers appears other than the evasion of the consequences of the new law. The ownership of the property remained with the late corporation, and was evidently so intended, and it is being used by the defendants for the benefit of the late corporation. The church association was made a corporation within the late corporation. It was part and parcel of it, and its officers were officers of the late’ corporation, operating and acting for it. The church controlled them as its officers, and through them controlled the property; and the property was used, and is now being used, for the
The principal ground, however, urged by the defendants against the granting of the prayer of the petitioner is that the court has no authority to act in the matter unless the Church Association of the Salt Lake Stake of Zion, the assignee of Taylor, trustee, be made a party to the suit or proceeding. The point was not raised by demurrer or by answer. It is raised for the first time on the argument. If the church association has any existing interest in the property, or will be affected'by the decree it would be a necessary party. According to the terms and tenor of the assignment by Taylor, trustee, to the church association, that assignment coinmitted to the church association a trust. In turn, the church association, upon the authority of the assignment, transferred all of its rights and powers to another trustee, the presiding bishop of said church. 'If
Dissenting Opinion
(dissenting.)
I dissent from tbe judgment of the court. Tbe receiver asks tbe court to order William B. Preston to deliver forthwith to him, as receiver, the personal property in his possession, and described in the petition. It is alleged in tbe petition that tbe title and possession of this property was in the defendant, tbe Church of Jesus Christ of Latter-Day Saints at the time of its dissolution by the act of Congress of March 3, 1887. That corporation and a number of other defendants file their joint and several answer, in which they allege that on the 28th day of February, 1887, the late John Taylor was the trustee in trust for the corporation above named, and was in possession of the property in question; and on that day, as trustee, he assigned, transferred, and delivered the same to the Church Association of the Salt Lake Stake of Zion, a corporation, which then and there took possession of it; and that afterwards, on the 12th day of March, 1887, the latter corporation assigned and transferred the property to William B. Preston, presiding bishop of said church, in trust to be used and employed in the construction of the Salt Lake Temple, property owned by the church on and before July 1, 1862, and that said property at all times has been used by it exclus-sively for religious purposes; and that Preston then and there took possession of such property, and is using it in building the temple, and in no other way.
The assignments above mentioned are produced in evidence; and the incorporation on the 3rd day of July, 1886, of the Church Association of the Salt Lake Stake of Zion is also shown. This latter corporation is not made a party to the original bill or to this proceeding. In view of these facts, and without a trial, ought the court to assume that this corporation and its trustee, Preston, has no title or right to the possession of the property, and grant a per
Under the facts, as they appear, I am clearly of the opinion that the teceiver should institute the proper action if he wishes to test the right of the Church Association of the Salt Lake Stake of Zion and its trustee to the property in question. Then they would be given their day in court; and have an opportunity to be heard on the facts and the law. Such would be due process of law. I am unable to concur in much of the reasoning of the majority of the court, and in the conclusion reached.