23 N.J. Eq. 96 | New York Court of Chancery | 1872
The parties to this suit are the Rev. Charles F. Worrell, D. D., and the First Presbyterian Church of Millstone, in the county of Monmouth. The complainant was pastor of the church from the early part of 1842 to the 9th day of March, 1868, with an annual salary, prior to 1860, of $400, besides the use of the parsonage farm. The salary was after-wards raised to §600, of which $500 was actually paid. At a congregational meeting on the 25tli of July, 1867, it was resolved, in view of the dilapidated condition of the parsonage, its distance from the church, and the existence of a debt for back salary, to sell the parsonage for $4000, and the trustees were directed to execute a deed to the purchaser. From the proceeds of sale the sum of $2700 was to be invested on bond and mortgage for the purchase of another parsonage, and the balance, after payment of the salary debt and some outstanding bills, was to be paid to the pastor for the improvements, buildings, materials, and repairs done by him on the premises during' the previous twenty-four years. The interest of the invested fund was also to go to him while remaining the pastor, in lieu of the use of the parsonage itself, which use was included in his call. The refusal of the premises was given him at the specified price, and he accordingly became the purchaser. The deed was made for his use, at his request, to his son Henry, who gave back his bond and mortgage for §3000 of the price, the remaining $1000 being allowed in settlement of the indebtedness due Dr. Worrell. Henry Worrell afterwards conveyed to his father. Shortly after the sale, certain members of the congregation, about twenty in number, being dissatisfied with the ministrations of Dr. Worrell, memorialized the presbytery in regard to a dissolution of the pastoral relation, and that body appointed a committee of three ministers and two elders to visit the church and confer with its pastor and officers. A committee of the congregation, composed of nearly all of the ciders, deacons, and trustees, met the presbytery committee at the church in Millstone, at two l>. m. on Monday, the. 28th of
A meeting of the congregation was soon after called by a notice, as follows: “ At the request of the officers of the First Presbyterian Church of Millstone, and of the committee of presbytery, there will be a meeting of the congregation of said church in the church edifice, on Wednesday, November 13th, 1867, at two o’clock P. M., for the purpose of considering and acting upon an agreement made by the officers of the church with the committee of presbytery to make a pecuniary consideration to the pastor, in view of his proposed resignation, and in case of his resignation, to appoint commissioners to presbytery.” This notice was dated the 1st of November, and was signed by Isaac Hutchinson, trustee, and Austin Hue, elder; both of whom had signed the agreement of the 28th of October. '
The congregation met in pursuance of it, and was organized by the election of a chairman and secretary. The minutes of this meeting, signed by these officers and authenticated
A resolution was adopted directing a credit of $2000 to be put upon the bond, and prescribing its form. The pastor de- • dared his purpose to resign his pastoral charge at the forth
The presbytery adopted the report of its committee appointed to visit the church, and declared the pastoral relation dissolved, to take effect from the 9th day of March next ensuing. It did so take effect. On the 21st of the following August Dr. Worrell paid to the president of the board of' trustees the balance due on the bond, deducting the $2000 claimed as a credit; an endorsement of that credit having been by himself, or some of the church officers, more than once previously demanded and refused.
On the 10 th of December, 1868, an action in the Supreme Court was begun on the bond in the name of defendants, when the complainant filed his bill to have such action restrained, the credit decreed to be allowed, and the bond and mortgage delivered up to be canceled. An answer was filed and the cause brought to hearing on the pleadings and proofs.
At the argument objections were made to the informalities and defective allegations of the bill: that the corporate character of the defendants does not sufficiently appear ; that no contract is set out with the corporation as such, and no proper averments are made of ecclesiastical relations and rules. Whatever force these objections might have had at an earlier stage of the cause, they cannot avail now. The defective allegation of corporate character and ecclesiastical rules have been waived or substantially supplied by the answer and proofs. The answer itself is defectively made, but the corporate
A contract to credit complainant with $2000, if alleged in the bill to have been made; by the defendants — that is, by the trustees as a corporate body — would have been of no practical use, for, in fact, no such contract has been proved. The ■writing signed at the October meeting of the committee is clearly not such. It was signed by five of the trustees, but only as individuals, in connection with others, and cannot be regarded as a corporate act. It was, at most, an agreement to submit the stipulations to the action of the congregation, and while evincing perhaps the views which the trustees individually held, whose right and province it was to give such a credit, and by whom such an agreement could be properly and efficaciously made, it could clearly form no basis for an action at law against the corporation, or any ground in equity on which specific performance could be enforced.
The committee meeting of October seems to me to have been one to inquire, consult, and advise. I can assign no higher authority or more binding obligation to the agreement then signed, than would belong to the suggestions or recommendations of a report. Those who signed it were not- bound to adhere to the views it expressed, or to urge the congregation to adopt them, if’ upon reflection or increased light, such views were perceived to be wrong. This being so, they were free to vote at the congregational meeting as they deemed to be right.
Much of the evidence and argument in the case was directed to the proceedings of that October meeting, and the complainant’s claim discussed as if the trustees or corporation
The president of the corporation refused to allow the credit voted by the congregation, and afterwards caused a prosecution at law to be commenced on the bond. The trustees, as individuals, differed in opinion as to the allowance of the credit, and took no action, as a body, respecting it, till some weeks after the prosecution was begun, when, at a meeting on the 16th of January, 1869, five of their number being present, the course of the president in that behalf was approved. The answer is sworn to by five of the trustees, but is not under the corporate seal, and does not appear to have been made by any vote of the trustees acting in their official or corporate capacity. It must now, however, be treated as if formally executed, and disposition made of the substantial merits of the controversy, as disclosed upon the whole case and discussed in the arguments.
It is insisted for the defendants that the congregational meeting of November 13th was irregular in its proceedings, and for that reason its action invalid; that the arrangement or agreement then adopted by which the pastor was to resign and $2000 to be allowed him was a nudum pactum, without consideration, and cannot be enforced; and lastly, that the congregation had no authority to make such a contract, if otherwise good; that the defendants are not bound by it, and this suit against them cannot be maintained.
The meeting was regularly called. The notice above recited was explicit and full in its terms, and is not denied to
Aor can it form any valid objection to the meeting that members of the congregation were absent, or, being present, did not vote. Where a society is composed of an indefinite number of persons, a majority of those who appear at a regular meeting constitute a body to transact business. The presumption is, that all the members present who observe silence when a question is put, concur with the majority of those who actually vote — that is, if the question be put audibly and explicitly. Angell and Ames, §§ 497, 499; Miller v. English, 1 Zab. 317.
Was the agreement to give the credit without consideration, and therefore void? The defendants insist that whatever
Had the congregation this power, or are the defendants in any wise bound ? In Presbyterian societies the pastoral relation is established and discontinued not by the trustees or by the church, but by the congregation and the pastor, under the sanction of tlie presbytery. The call proceeds from the congregation, contains the agreement to pay the salary, and is subscribed by their elders and deacons, or by their trustees, or by a select committee, as the congregation shall appoint. It is presented to the minister only through the presbytery, and will not be effectuated without its approval. The authorities and controlling power of the congregation recognized in tlie book of government, is exemplified in the practice of these societies. Tlie congregation direct the trustees. The former act as tlie substantial beneficial owners, the latter as tlie legal instruments to execute their will. This is shown by the defendants’ book of minutes to have been the theory and the practice of tlie society, whose trustees they are. This construction, so long and generally acted on, was declared to be law by tlie Court of Appeals in the ease of Rose v. Morgan, 7 C. E. Green 583. It was held in that case that the statute under which this society is formed creates only a simple trust, so that the trustees must hold and dispose of the property in conformity to the directions of their cestui que trust, who may be either the congregation or certain'officials, according to the rules or discipline of the particular church or society. In the light of this decision, I can see no propriety or legal right in the attempt of the trustees, defendants in this case, to defeat the agreement entered into by the congregation, and especially after that agreement was sanctioned by the presbytery and acted on by the complainant, ^fter the November meeting of tlie congregation, the trustees took no steps, as a body, to express their dissent, or make known their purpose, if such purpose they had, to resist the allowance of the credit.
I respectfully advise a decree in accordance with the prayer of the bill.