Ger. Am. Bk. of Balt. v. May

⁴²³ Briscoe, J., delivered the opinion of the Court. John Mahr, late of Baltimore City, departed this life on the 27th of September, 1937, leaving a last will and testament, whereby he devised and bequeathed his estate to his two sisters, Louisa May and Mary C. Eopp, the appellees on the record now before us. By his will he nominated and appointed the appellant, the German-American Bank of Baltimore, as his executor. The will was duly admitted to probate by the Orphans’ Court of Baltimore City, but the application of the appellant for letters testamentary upon the estate was denied by the Orphans’ Court, and its petition for letters was dismissed upon the ground that the Bank had no power or authority, under its charter, to act as executor.

From this order the Bank has appealed. The single question presented for consideration is, whether or not, under a proper construction of the appellant’s charter, it has the power to' act as executor under the testator’s will. It is conceded that, at common law a corporation had no power to act as administrator or executor. In Georgetown College v. Browne, 34 Md. 450 , it was held that a corporation could not become an executor, administrator or exercise other fiduciary powers, unless by special and express grant or by legislative power conferred upon it.

Frostburg Mut. Bldg. Assocn. v. Lowdermilk, 50 Md. 175 ; Reed v. Balto. Trust Co., 72 Md. 535 .

The appellant was incorporated by the General Assembly of Maryland by Chapter 222 of the Acts of 1872, and it is' insisted 1hat the right and power of the Bank to act as executor is derived from and conferred by this charter. The claim is based upon section 5 of the Act, setting out the general powers of the corporation, and it is as follows: That the said corporation shall have power to borrow money, receive money on deposit and pay interest thereon, and to loan money, or to discount, in accordance with bank usage, ⁴²⁴ taking suck security therefor, either real or personal, as the hoard of directors of said hank may deem sufficient; may huy and sell bills of exchange, notes, bonds or other securities, may accept and hold all such trusts as shall or may be committed to it by any person, or by the order and direction of any Judge or any Court or tribunal; may make such special regulations in reference to trust funds, special deposits or saving’s left for safekeeping, as shall best aid the parties interested, receiving and allowing such legal rate of interest as may be agreed upon; may purchase such annuities and real estate as may be requisite for the immediate accommodation of its business; may issue letters of credit and other commercial obligations, and generally to do and transact a general banking business. While the language, “may accept and hold all such trusts,” used in the charter, is somewhat broad and extensive, yet we can not hold that it is sufficient, under the established rule of strict construction of corporate charters, to include the word “executor,” especially when we are dealing with the construction of a bank charter. It is clear that the power here claimed is not expressly granted by the Act, and it is well settled both upon principle and authority, that a corporation can only exercise such powers as are expressly granted and conferred by the statute creating it.

In Lazear v. Nat. Union Bank, 52 Md. 124 , it is said a corporation has no other powers than such as are specifically granted or such as are necessary for the purpose of carrying into effect the powers expressly granted. ' This rule of law is so well settled that we need refer to no additional authorities to sustain it.