170 A. 254 | Pa. | 1934
Argued January 4, 1934. Caroline E. Watson, of Warren, died January 6, 1919, testate. By the sixth paragraph of her will* she directed *181 that a corporation be formed, to which corporation she bequeathed her residuary estate for the purpose of founding and maintaining a home for indigent gentlewomen over the age of 65. The will was probated in Warren County, and, in obedience to its terms, the corporation mentioned was incorporated in 1921 under the name of Watson Memorial Home, and the residue of testatrix's estate, which, at the time of the first and partial account of the executors in 1924, amounted to more than $675,000, was paid over to it. In May, 1932, Elizabeth Muse, a resident of Warren, averring that the directors of the Watson Memorial Home had failed to carry out the instructions of testatrix's will, petitioned the Orphans' Court of Warren County to remove them and to appoint new directors in their stead. The directors, availing themselves of the provisions of the Act of March 5, 1925, P. L. 23, appeared specially and objected to the jurisdiction of the orphans' court to consider the matter. Their petition to dismiss the case for lack of jurisdiction was overruled, and this appeal followed.
But one question is presented for our consideration: Has the orphans' court jurisdiction to remove from office directors of a charitable corporation, organized at the direction of the will of a decedent, which has received, as a bequest, the residuary estate of the decedent? The question must be answered in the negative. The orphans' court is a court of limited powers; its jurisdiction is entirely statutory, and it possesses and exercises only such powers as are conferred upon it expressly or by necessary implication: Ake Feay's App.,
Petitioner insists that the orphans' court has jurisdiction in this case as an exercise of its power over the management of a decedent's estate, but there is no basis for this contention. In obedience to the bequest contained in decedent's will, the executors have paid over and finally distributed to the corporation the fund in its possession, and it is no longer a part of the estate. The action which petitioner seeks to have the court take would not be an exercise of its authority to supervise the management of property in its hands, but an attempt to regulate the internal management of a corporation. This it cannot do, even where the executors of an estate in the hands of the court own a dominant interest in the corporation: Goetz's Est.,
Nor can this attempt to have the orphans' court remove the directors of the corporation be justified on the ground that it would be an exercise of its jurisdiction over testamentary trustees. The provision of decedent's will was a bequest to a charitable corporation, not to its directors as trustees for charitable uses. The gift was an outright one, and no trust was created by the will. True, the testatrix used the word "trustees" in referring to the directors of the corporation, but it is clear from a reading of the will that the term "trustees" was used simply as a synonym for "directors," because she each time referred to them as "directors or trustees." Since no trust was established, respondents are not testamentary trustees, and hence not subject for that reason to the jurisdiction of the orphans' court.
The decree of the court below is reversed without prejudice at the cost of appellee.