Gray v. Peter Gray Orphans' Home & Mechanical Institute

Burke, J., delivered the opinion of the Court. The bill in this case was filed by certain heirs at law and next of kin of Peter Gray, late of Washington County, for the construction of his will. Mr. Gray died in July, 1910, and his will was admitted to probate by the Orphans’ Court of Washington County on the 16 th day of August, 1910. The value of his total estate, real and personal, amounted approximately to $43,957.47, made up as follows: $12,757.47 in personal property, including debts due the estate, and real estate appraised at $31,200.00.

A part of his real estate consisted of a farm located at Mapleville, in Washington County, and appraised at $6,000.00, and known as the San Mar farm. By his will, which was dated the 21st day of May, 1910, Mr. Gray directed that he be buried in the triangular piece of ground in the front yard of the house on the said farm, and that a monument of a certain design to cost not more than $2,000.00, be there erected to mark his grave. After the payment of all his just debts and funeral expenses and the cost of the monument, he devised and bequeathed to Charles A. Little, the executor of the will, all the rest and residue of his estate to be held in trust and dis ⁵⁹⁵ posed of in the manner thereinafter mentioned, with full power to him during the continuance of the trust to manage said property and estate, invest the funds thereof and reinvest the same, to collect the rents, issues and profits, and apply the same as directed in the will. In the third item of the will the testator declared it to be his desire “to make provision, as far as lies in my power, for the maintenance, education and training of the white orphan children of Washington County, Maryland, in mechanical trades and arts, in useful occupations, and in common school branches.” He then named in this item nine residents of Washington County, in whom he had great confidence, “to carry out my plans and purposes in this matter as hereinafter set forth.” He directed, in the fourth item of the will, that the persons named in the preceding item, or their successors, appointed in the manner set forth in the will, should, within twelve months after his death, form a corporation under the laws of this State “for the purpose of carrying" out my plans and purposes as herein set forth.” He then directs that said corporation “shall be given all powers necessary to carry out my purposes, not inconsistent with the provisions of the Corporation Law of Maryland, and to have all the powers incidental to corporations of this kind and character.” He then gave certain directions and suggestions to be followed in the formation of the corporation.

It was provided by the Act of 1888, Chapter 249 (codified in Bagby's Code, Article 93, Section 328) that: “No devise or bequest of real or personal property for any charitable uses shall be deemed or held to be void by reason of any uncertainty with respect to the donees thereof, provided the will or codicil making the same shall also contain directions for the formation of a corporation to take the same, and within the period of twelve calendar months from the grant of probate of such will or codicil a corporation shall be formed, in correspondence with such directions, capable and willing to receive and administer such devise or bequest.” ⁵⁹⁶ A corporation was formed by the persons named by the testator in substantial compliance with tbe provisions of this Act and of the will of the testator to carry out his plans and purposes, as expressed in the will. The corporation has elected its officers and expressed its readiness to undertake the discharge of the duties imposed upon it by the will. After the formation of the corporation, 1he executor was directed to convey to it tire San Mar farm, above referred to, situated near Mapleville, in Washington County. The trustee was directed to hold the entire residue of the estate, and, after providing out of the income for the comfortable support of the testator’s widow during her life or widowhood, to pay the surplus income to the corporation in furtherance of the objects and purposes for which it was formed.

Upon the death or remarriage of Mrs. Gray, the widow, all of the furniture, household effects, etc., were given to the corporation, and the trustee was directed to convert into cash the whole remaining estate, except $8,000 worth of bonds (face value) of the Washington County Water Works, and out of the proceeds to pay $500 absolutely to George Gray, and to pay the balance over to the corporation as “a part of the fund invested” for said corporation. Provision is then made with respect to said bonds of the Water Company, the income from which, except as to the income on $200, was directed to he paid to certain nephews and nieces during their respective lives, and then paid over to the corporation. The directions and suggestions given as to> the formation of the corporation, and' which, as we have said, have been substantially complied with, are as follows : “1.—Tbe name, style and title of said corporation shall be The Peter Gray Orphans’ Home and Mechanical Institute of Washington County, Maryland. “2.—The number of directors shall be nine, to serve for life or during their pleasure, all vacancies to he filled by the remaining directors. ⁵⁹⁷ “3.—The incorporators to he named as directors. “4.—The existence and duration of said corporation to be for as long a period of time as is,allowed by the laws of the State, but I hereby direct that said corporation shall be continued by the renewal of its charter from time to time. “5.—The principal office and place of business of said corporation shall be at the farm hereinafter mentioned and the regular meetings of the said directors shall be held at the said farm, in Washington County. “6.—The said corporation shall have no capital stock and no shares of stock or stock certificates.” The “plans and purposes” which the testator had in mind, and which he hoped to have realized through the instrumentality of the corporation which he directed to be formed, are set out in the seventh and eighth sub-paragraphs of the fourth item of the will, and as they give rise to the important question in the case, are here inserted: “7.—The said directors shall be given the power and authority to have the entire management of the said The Peter Gray Orphans’ Home and Mechanical Institute of Washington County, Maryland, which shall hereinafter, for the sake of brevity, be called ‘Home and Institute,’ and of all the property and funds thereto belonging, including the property and funds herein given them as well as all other funds and property that may he given to them, with full power to invest and reinvest said funds and to collect the income therefrom and to use the same for the purposes herein specified. They shall be empowered to establish said ‘Home and Institute’ on the said farm hereinafter more specifically described, to employ such leachers, instructors, assistants and servants as they may find necessary, always keeping within their income.

They shall provide for feeding, clothing and maintaining the inmates of said ‘Home and Institute.’ They shall provide for teaching the boys, admitted to said ‘Home and Institute,’ the carpenter and joiner trade, and along ⁵⁹⁸ with this they shall he taught housepainting and he given such instruction in draughting and mechanical drawing as shall he necessary to he known by a first-class carpenter and joiner. They shall also have power to make provision for teaching the girls admitted to said ‘Home and Institute’ housekeeping and the various kinds of needlework, and they shall have power to make provision in such way as to them may seem best to give to all the inmates of said ‘Home and Institute’ a common school education, either by sending them to the public school of the community, or by providing for such instruction in the said ‘Home and Institute,’ if the number of inmates and the funds available are sufficient and' the directors deem it wise and best so to do. If the provisions hereinbefore made do not consume all the income of the said ‘Home and Institute,’ then provision shall be made for teaching the following trades and occupations in the order in which they are named, the list to be followed only so far as the income will allow, namely, cabinet making, blacksmithing, bricklaying and stone mason work, and if the funds or income permit further enlargement of the scope of training, such other useful trades and occupations as to the directors may seem best. “8.—Provision shall be made that all white children of Washington County, in the State of Maryland, not under six, and not over ten years of age, who have no father, mother, stepfather, nor stepmother, to care and provide for them, and who have not inherited money and property sufficient to maintain and educate them, shall be eligible for admission to said ‘Home and Institute’ and entitled to the advantages and benefits thereof, and I further direct that the said directors shall have power to make all necessary rules and regulations concerning the admission of inmates to said ‘Home and Institute’ not inconsistent with the provisions herein contained, and also power to expel from said ‘Home and Institute’ such inmates whose longer connection with said ‘Home and Institute’ will in their ⁵⁹⁹ judgment be detrimental to the said ‘Home and Institute’ and to the other inmates thereof, and if at the time the directors deem it advisable to have any orphan children, as designated above, bound out to the said ‘Home and Institute’ they shall be given power to have this done. The children admitted to the said ‘Home and Institute’ shall be allowed to remain there for such length of time as may be necessary, in the opinion of the directors, to make them proficient in the trades and occupations in which they have been taking instruction, but in no case shall any orphan remain in the said ‘Home and Institute’ after attaining the age of twenty-one years, in the case of boys, and eighteen years, in the case of girls, unless said girls may be bound out to said ‘Home and Institute’ for a longer period.” The testator further directed that the “Home and Institute” he established on the San Mar farm, and gives instructions as to changes in the existing buildings on the farm so as to make them suitable for the purposes, of a home and institute, and empowers its directors from time to time to add such additional buildings, and improvements as they may deem necessary to carry out his intentions, and he declared that inasmuch as a large portion of the funds and property which would eventually come to said corporation under the provisions of his will would probably not be available for some time, he suggested to the directors of the corporation “that they begin operations- in a small way, and keep within their income, and that they enlarge their field of operations and extend their work as funds become available1, it being expressly provided and understood that only the income from the property and funds given to said corporation should be used for maintaining said ‘Home and Institute.’ ” The tenth item of the will is as follows: “The ‘Home and Institute’ herein provided for will, I hope, become a great blessing to Washington County.

I know it will become so if properly managed, and in ⁶⁰⁰ devoting my property and means to this work I do so in the hope that much good