Book Depository v. Trustees

In the year 1871 the Book Depository of the Baltimore Annual Conference of the Methodist Episcopal Church in Baltimore City was duly incorporated under the General Laws of the State of Maryland. One of the purposes of the corporation as set forth in its charter was "The accommodation of the ministry and membership of said church with suitable buildings for religious, social and other meetings." The corporation thus formed secured a location at 112 W. Fayette street, which it occupied until the fall of 1874, when, having purchased the property then known as Nos. 166 and 168 W. Baltimore street, it removed to that location. At a meeting held on November 2d 1874, of *Page 89 either the stockholders or the board of directors, the following resolution was presented and adopted: " Resolved : That the committee be instructed to make arrangements for a reception at our new rooms of the Bishops of our church sometime during their session in this city next month; and, that they also make arrangements for raising at the same time a fund that will justify the society in setting apart the new hall for general church purposes free of rent." As a part of the exercises referred to in the foregoing resolution, a dinner was given at the Carrollton Hotel, at which a proposition was brought forward to raise a fund of $10,000, if possible, which should constitute a Church Rooms Fund, the income of which was to be paid over to the Depository as compensation for the fitting up and maintaining a commodious room for meetings of the Baltimore preachers, the Missionary Society, the City Missionary and Church Extension Society, the Preachers' Aid Society, the Emory Grove Camp Meeting Association, the Women's Foreign Missionary Society and others. At this dinner subscriptions were taken from individuals present for various amounts, but which amounts in the aggregate fell far short of the $10,000 desired.

Apparently the next step which was taken in the matter was on February 3rd, 1875, at a meeting of the board of directors of the Depository, when the following action was had: "On motion of L.H. Cole resolved that the agent of the depository receive the money paid in on the Church Rooms Fund to keep a separate account of the same and use it in the transaction of his business until further instructions from the board." And a week later, at a meeting held on February 10th, the fund so raised and to be raised were authorized to be invested. This fund was apparently paid, partly in cash, and partly in donations of the capital stock of the Methodist Book Depository, and finally reached the sum of $3,050. *Page 90 The principal witness called by the plaintiff was Dr. David H. Carroll, for many years the agent of the Book Depository and the designated recipient of subscriptions intended for the Church Rooms Fund, under the resolution of February 3rd, 1875. Dr. Carroll's evidence, given entirely from memory, and after a lapse of over thirty years, is necessarily rather vague, and but for the books of the Depository which have been preserved containing entries, unfortunately meagre and at times vague, it would be a matter of extreme difficulty to reach any conclusion in the case. It does appear from the entries that there was apparently some shifting back and forth as between the sinking fund of the Depository and the Church Rooms Fund, stock of the appellant corporation, which finally culminated in February, 1881, when there was issued as appears from the stub of the stock book a certificate No. 145 of the capital stock of the appellant, for 61 shares to "Treas.

Church Rooms Fund," and receipted for on the 25th February, 1881, by "D.H. Carroll, Treas," and on the same day, certificate No. 147 for 61 shares, also "issued to Treasurer Church Rooms Fund," and receipted for on the same day, February 25th, 1881, by "D.H. Carroll, Treas." The Methodist Book Depository continued in business down until the fire of 1904, and during all that time continued to provide the associations before enumerated with accommodations for their meetings, and as dividends were declared upon the stock, they appear to have been covered in to the current receipts of the Book Depository. After the fire, the Depository, which had also throughout its existence been conducting a commercial business, discontinued business, sold its lot, and of its own accord and without any intervention by a Court, began a liquidation of its business and a distribution among the shareholders. As appears by the amended bill and answer, it was proposed in this liquidation to distribute all the sums realized among the stockholders other than, and without taking into account, the 122 shares issued as hereinbefore stated. To prevent this distribution, *Page 91 and to preserve this fund, together with its proportionate increase from the enhanced value of the assets, for the original purposes of the donors this bill was filed.

The plaintiffs are David H. Carroll, Summerfield Baldwin and Benjamin F. Bennett, three of the subscribers to the original Church Rooms Fund, and the fourth is a corporation by the name of "The Trustees of the Church Rooms Fund of the Methodist Episcopal Church of Baltimore City," incorporated under the provisions of the General Laws of Maryland, on the 5th day of February, 1909. It clearly appears from the evidence that the subscriptions, contributions or donations made to the Church Rooms Fund were absolute gifts in furtherance of the objects for which the fund was inaugurated, and it, therefore, follows that none of the individual plaintiffs can have any claim whatever, as individuals, to share in or participate in the liquidation of the Book Depository on account of those 122 shares. The corporate plaintiff, which did not come into existence until long after all of the events connected with the origin and administration of this Church Rooms Fund, could only have an interest by a somewhat circuitous application of the doctrine of cy pres . But the objections to this are: First, that we have not here the technical charitable trust as defined by Mr. Justice Gray in Jackson v. Phillips, 14 Allen, 556 , and, second, that the Statute of 43 d Elizabeth is not and never has been in force in the State of Maryland; Dashiell v. Attorney General, 5 H. J. 392; Halsey v. The Convention, 75 Md. 275 .

The important question in this case is, whether or not the fund known as the Church Rooms Fund, and so described in the minutes, and which was contributed either in cash or by the donation of the capital stock of the Book Depository, and which was represented by the two certificates aggregating 122 shares, did or did not constitute a trust fund so as to properly come under equitable jurisdiction. Through all of the haze which the lapse of time has thrown *Page 92 over this matter, a few facts stand out clearly; that the money or stock given, even if not given upon an express trust, were given and received upon a condition. This appears both from the testimony of Dr. Carroll, the minutes of the meeting on February 3d, which required it to be kept in a separate account, the report of the committee on the Church Rooms Fund in February, 1876; January, 1877; February, 1877, all of which antedated the establishment of the Sinking Fund Committee, the report of the agent of the Depository in 1880 and 1881, and finally the issuance to Dr. Carroll as treasurer of the certificates of stock for 122 shares, and a portion of which shares were by the report of 1882 shown to have been purchased from the Sinking Fund Committee. The creation of a trust ordinarily is required to be with a reasonable degree of definiteness and precision, and many cases might be cited where the Courts have refused to construe a trust owing to the uncertainty of the language used to create it, or of the trustee in declaring its creation; but the cases are comparatively few which have arisen in the precise manner in which the question now arises.

In the case of Ruhe v. Ruhe, 113 Md. 601 , this Court citing from the case of Coyne v. The Supreme Conclave, 106 Md. 57 , says: "If a man in confidence of the parol promise of another to perform an intended act should omit to make certain provisions, gifts or otherwise, such a promise would be specifically enforced in equity, although founded on a parol declaration creating a trust contrary to the Statute of Frauds, for it would be a fraud upon all parties to permit him to derive a benefit from his own breach of duty and obligation." In this case money and stock were contributed by various individuals upon what they believed to be a promise upon the part of the board of directors of the Book Depository to afford an appropriate meeting room for the