Home for Incurables v. Bruff

Parke, J., delivered the opinin of the Court. Georgia Gelston Jones, a resident of Baltimore City, died ■on July 21th, 1928, leaving a duly executed will which was executed on December 28th, 1891, and which devised and ¹⁶⁰ bequeathed her property. The administration of her estate was substantially accomplished, with the exception of several disputed claims, and certain devises and bequests about which there was controversy. In order to obtain a construction of the will and to make the distribution under the control and with the guidance of a court of equity, the executor filed a bill of complaint, and from the ensuing decree certain of her next of kin and the Home for* Incurables of Baltimore City, a devisee and legatee, have' severally appealed.

These appeals present a number of questions with reference to the validity of gifts to tire Maryland Bible Society, to the “Home for Incurables for Men” in Baltimore, Md.; to the “Home for Incurables for Women, in Baltimore,” Md.; and to< the “Invalid Fund for Disabled Ministers” in the care of the Trustees of the General Assembly of the Presbyterian Church in the United States (popularly known as the Southern Presbyterian Church). In order to’ avoid repetition, there will be no general statement of the problems presented, which can be grouped advantageously with respect to the separate beneficiaries. 1. Bv the fourth item of her will the testatrix devised and bequeathed to the Maryland Bible Society the sum of $1,000 and a ground rent of $27 yearly “to be applied to the uses of the said corporation as a ‘memorial’ of my father.” After her death the executor found a certificate for $1,000* of Baltimore City Dock Improvement 4 per cent, stock, due 1961, which the testatrix had issued on June 18th, 1913, to herself for life and at her death to the Maryland Bible Society. There is no evidence of any act or declaration by the testatrix from which it could be inferred that the subsequent gift of stock was intended to be a satisfaction or payment in whole or in part of the legacy of $1)000.

The mere fact that the gift of stock was subject to the life estate of the donor, and that its face value was the same in amount as the legacy of $1,000, is insufficient to> raise a presumption of ademption or satisfaction, although the party takes both the gift and the legacy at the death of the testatrix. Loyola College v. Dugan, 137 Md. 545, 550 , 113 A. 81 ; Gallagher ¹⁶¹ v. Martin, 102 Md. 115 , 62 A. 247 ; Miller on Construction of Wills, secs. 144, 145; 2 Pomeroy’s Eq. Juris. (4th Ed.), sec. 562. 2.

In addition to this gift, the Maryland Bible Society was made the beneficiary of valuable gifts of land and money by the fifth, nineteenth, and twentieth items of the will. The gift under the nineteenth item of the will is of one-half of the residuary estate upon the death of a life tenant without issue surviving at the time of her death. As this contingency has happened and as, by the twentieth item of the will, the society is given an additional one twenty-fourth of the residuary estate, thirteen twenty-fourths of the entire residuary estate was attempted to he given to the society. The contention is made by the next of kin that every one of the gifts to the Maryland Bible Society must fail and fall to the next of kin on the ground that intestacy results because the corporate existence of the Maryland Bible Society is at an end; but if the society be a subsisting corporate entity, then the gifts of the thirteen twenty-fourths part of the residuary estate are voidable, since they would increase the income of the society to more than the yearly statutory limitation of $10,000; and a court of equity will not lend its aid to enforce what the state may avoid and thereby create an intestacy as to the gifts mentioned.

The Maryland State Bible Society was incorporated by the General Assembly of Maryland, by chapter 290 of the Acts of 1842-43, and its corporate life was limited to thirty years. It was given the capacity “to hold by deed, bequest, and devise any interest, estate or property, real, personal or mixed in possession or expectancy and also to uso, sell, mortgage, lease, transfer or convey all or any part of said property; provided, that the clear annual income of said estate, interest and property shall not exceed the sum of ten thousand dollars.” The Legislature reserved the right to alter or amend the act of incorporation at pleasure. Sections 1-4. By chapter 148 of the Acts of the General Assembly of 1872, entitled “A supplement to an Act- entitled ‘An Act to ¹⁶² incorporate the Maryland State Bible- Society, passed at December session, eighteen hundred and forty-two, chapter two hundred and ninety, and to- change the name of said corporation to- The Maryland Bible Society,’ ” it was enacted “that the corporate franchises granted by the said Act of Assembly, entitled an Act to incorporate the Maryland State Bible Society, passed at December session, eighteen hundred and forty-two, chapter two hundred and ninety, be and the same are hereby continued and re-enacted without any limitation as to the duration of said corporation, subject to the provisions of this Act; and that the name of the said corporation be * * * changed to The Maryland Bible Society,” and that the provision with respect to- the clear annual income be continued.

The Legislature- further declared that it reserved the right to- alter, amend, or repeal the new as well as the original act at any time. The next of kin assert that the Maryland Bible- Society has no legal corporate existence;, and, so, it is incapable of taking any gift. In support of this position, they rely upon the two- provisions of article 3, section 29, of the Maryland Constitution: (A) That every law shall embrace but one subject and that shall be described in its title-; and (B) that no- law, or section of law, shall be revived or amended by reference to its title or section only. A. The one subject-matter of chapter 148 of the Acts of 1872 was the charter of the Maryland State Bible Society, which had been granted by the General Assembly by chapter 290 of the acts passed at the December session, 1842.

This charter was about to expire as its existence was limited to a period of thirty years, and the act was consequently introduced for the prevention of the end of the corporate existence through the passage of time, by enlarging the duration of its corporate existence in perpetuity; and to permit it to exercise its corporate powers under a slightly different corporate name, but subject to the same provisions with respect to the limitation of the clear annual income to $10,000, and the reservation to the Legislature of the right to alter, amend, or repeal both acts. The natural and obvious meaning of ¹⁶³ the term “supplement to an act,” in the title to a pending legislative hill to amend a subsisting statute, is that something is to' be incorporated in the statute by way of addition, completion, or extension, SO' as to supply a deficiency or meet a want. Century Dictionary, “Supplement”; 37 Cyc. 605. So', the perpetual extension by statute of the life of a corporation, with a similar continuation of its corporate powers, as the period of its existence was about to' end, is clearly within the purview of a supplemental act, since it added perpetual duration to a subsisting charter.

While the prolongation of the corporate existence was indispensable to a continuance of corporate power or function, a change in the corporate name is a nominal matter; and, therefore, when the proposed law was introduced, it affected the charter in matters of substance and of form. The title reflected this twofold object, since; it is composed of two clauses, which respectively refer to a supplement to the charter and to an alteration in the corporate name. As has been seen, these are distinct, but not conflicting, provisions, which relate to> the same general subject-matter. Eurthermore, the second clause does not limit the scope of the first clause, with which it is conjunctively connected as an additional and co-ordinate clause.

So, the. language and grammatical form of the title advised the legislators not only that tho proposed enactment would supply the original charter with complementary provisions which it lacked or needed and with an alteration in the corporate name, but also that the change in name was in addition to, and not among, the supplementary amendments contemplated. The body of the act was within the contemplation of the title, and wholly dealt with the powers of the corporation, so the statute has but one general subject which is fairly disclosed by its title, and, therefore, in this respect, the requirements of section 29 of article 3 of the Constitution is fulfilled. 1 Lewis’ Sutherland on Statutory Construction (1904), sec. 131; County Commrs. of Worcester County v. School Commrs., 113 Md. 305, 309 , 77 A 605; Phinney v. Sheppard etc. Hospital, 88 Md. 633 , 42 A 58; Brown v. Md. Telephone ¹⁶⁴ Co., 101 Md. 574, 579, 580 , 61 A. 338 ; Gans v. Carter & Aiken, 77 Md. 1 , 25 A. 663 ; Dinneen v. Rider, 152 Md. 343, 357, 358 , 136 A. 754 . In Drennen v. Banks, 80 Md. 310, 315 , 30 A. 655 , and in Smith v. Standard, Oil Co., 149 Md. 61, 67 , 130 A. 181 , tlie particular second clause of the title was not a co-ordinate of the first clause but qualified and limited the scope of the general first clause, and therefore was misleading as to the intent to include other subject-matter in the enactment. In the first case; the statute was upheld because the legislation was within the limits of both the general and qualifying and dependent second clause, and the act was no broader than either clause of its title.

Drennen v. Banks, 80 Md. 315 -320, 30 A. 655 . But in the second case, the act was declared void because the legislation went beyond the subject limited by the restrictive second clause, as is illustrated by the case cited in support of Section 140 of 1 Lewis’ Sutherland on Statutory Construction (2d Ed.). B. The second point is based upon another clause of section 29 of article 3 of the Constitution of Maryland, which ordains that “no law, or section of law, shall be revived or amended by reference to its title or section only.” This provision relates to the body of the statute and not to its title, and must.be read in connection with these subsequent parts of section 29: “And it shall be the duty of the General Assembly, in amending any article or section of the Code of Laws of this State, to enact the same as the said article or section would read when amended. And whenever the General Assembly shall enact any Public General Law, not amendatory of any section or article in the said Code, it shall be the duty of the General Assembly to enact the same, in articles and sections, in the same manner as the Code is arranged, and to provide for the publication of all additions and alterations which may be made to the said Code.” See Dorchester County Commrs. v. Meekins, 50 Md. 28, 45 ; Anderson v. Baker, 23 Md. 531, 570, 585 .

There are no other provisions with respect to the form the body of an enactment must assume; and as these refer exclusively to amendments ¹⁶⁵ of any article or section of the Code, and to enactments of any public general law that are not amendatory of any such article or section, the quoted requirements have no application to the instant case, because the statute in question is neither an amendment of the Code nor a public general law, but merely an amendment of the charter of a private corporation. See Const. of 1864, art. 3, sec. 28; Const. of 1851, art. 3, sec 17. And since the cases, Tuskaloosa Bridge Co. v. Olmstead, 41 Ala. 9 ; Stewart v. Commrs. of Hale County, 82 Ala. 209 , 2 So. 270 ; State v. Hubbard, 148 Ala. 391 , 41 So. 903 ; Board of Fire Commrs. v. Trenton, 53 N. J. Law, 566, 22 A. 731 ; Board of Penitentiary Commrs. v. Spencer, 159 Ky. 255 , 166 S. W. 1017 ; People v. Greer College, 302 Ill. 538 , 135 N. E. 80 ; People v. Crossley, 261 Ill. 78 , 103 N. E. 537, 541 ; Beale v. Pankey, 107 Va. 215 , 57 S. E. 661 ; Portland v. Stock, 2 Or. 69 ; Copeland v. Pirie, 26 Wash. 481 , 67 P. 277 ; Appeal of Barrett, 116 Pa. 486 , 10 A. 36 ; Seay v. Laurel etc. Co., 110 Miss. 834 , 71 So. 9 ; In re Lovett (D. C. Illinois) 2 Fed. (2d) 307; Moore v. Tunica County, 143 Miss. 821 , 107 So. 659 ; Smails v. White, 4 Neb. 353 , are decisions of courts which were controlled by constitutions severally prescribing that the amendatory statute must set out at length the act so amended, they do not support the position of the next of kin. It follows that there is neither a mandatory nor a directory constitutional provision which requires that the revival or amendment of the charter of a private corporation must set, out- in full the whole charter or such sections as are so finally revived or amended.

The question here then is: Was chapter 290 of the Acts of 1842-43, creating a private corporation, revived or amended by reference to its title or section only ? There are but few decisions which relate to this clause. In Davis v. State (1854), 7 Md. 151, 158 , the court held that there could be a repeal of a statute by implication where there was a subsequent inconsistent enactment, although the Constitution then read “no law or section of law shall be revived, amended, or repealed by reference to its title or see ¹⁶⁶ tion only.” Const. 1851, art. 3, sec. 17 In Dorchester County Commrs. v. Meekins (1878), 50 Md. 28 , the decision was that the imposition of the duty upon the General Assembly to enact public laws in articles and sections was merely directory; and that the present Constitution had omitted the words “or repealed,” and there was no longer any restriction upon the Legislature with respect to the repeal of laws by reference to their titles alone. Pages 44, 45 of 50 Md.; Redmond v. State, 155 Md. 13, 17 , 141 A. 383 .

And in Barron v. Smith (1908), 108 Md. 317 , 70 A. 225 , it was determined that a provision in the Code of Public General Laws may be repealed, so far as it relates to a territorial division of the state, by a statute making reference in its title to the article and section of the Code; and such statute is not in conflict with the portion of article 3, section 29, of the Constitution now under construction. These last cited cases are all instances in which the constitutional requirement was considered in connection with a public law, and the combined effort of counsel and bench has not found a decision of this court in which the precise point here involved was determined. In the solution of the problem, the fact that there is no constitutional mandate with respect to the form of an enactment reviving or amending a private law, except that it be not revived or amended by reference to its title or section only, leaves, with this single restriction, absolute freedom in the formulation of the body' of-the statute. It is clear that the expression of the legislative intent must go beyond the enacting words and the repetition either of the title or of the title and the designation of the particular section by reference.

It is also clear that the requirement that the enactment shall be of a certain form and manner in designated instances, exempts all different legislation from the operation of these particular constitutional provisions. So, what is necessary to gratify the clause in question, when applied to a law reviving or amending a private statute or one of its sections, lies between the necessity •of going beyond a mere reference to its title or section, and ¹⁶⁷ the privilege of enacting the law or section without setting it forth as it would read as amended, and in articles and in sections as the Code of Public General Laws is arranged. Within the limits bounded by these two extremes, a private act is constitutional unless it exemplify the legislative mischief the constitutional mandate was designed to correct. Although expressed in decisions in which public laws were involved, this court has summarized the evils, and stated the purpose of the inclusion of this clause in the Constitution, in Davis v. State, 7 Md. 151, 159 , and Barron v. Smith, 108 Md. 317, 326, 327 , 70 A. 225 .

From these decisions it would appear that the mischief to be corrected was the insertion of additional provisions in the body of the law, the striking out of phrases, clauses, sentences, or paragraphs, and the change, addition, or omission of words by mere reference to the place in the old law where the modification should be introduced, so that the former law would have to be examined and the two compared in order to understand the effect of the proposed legislation: In these illustrations, or in case there should be a revival of a law by reference to the title, the assemblymen would have to make an examination of the state of the law proposed to be amended and determine its effect, without having the law in its ultimate and certain form presented for their convenient consideration. The resulting confusion, which would be greatly increased in the event of other amendment, would make it difficult for the legislators to comprehend the pending bill, and for the public to know definitely the law of the subject. In addition, the confusion and uncertainty which arise from the proposed legislation not being submitted in its complete and contemplated form would afford greater opportunity for mistake, for the perpetration of wrong, and for the passage of undesirable, ill-advised, and corrupt measures. Sutherland on Statutory Construction, sec. 131; Cooley’s Constitutional Limitations (8th Ed.), pp. 313-319.

If the projected special or private legislation should be clear and comprehensible from its language, and its effect ¹⁶⁸ upon the subsisting law of which it is a revival or an amendment should be obvious, it is manifest, from the terms employed, that both the letter and the spirit of the clause of the.. Constitution would be gratified and the mischief remedied. So, if the reviving or amendatory act is complete in itself, or shall identify in terms thei law to be affected, and shall explicitly embody the change in the existing law that will be accomplished by the new legislation, then no one reading the law is either misled as to the intent, or not apprised of the result of the new statute, which would, therefore, be neither within the letter nor the spirit of the constitutional prohibition. In the present case the preamble to the act of 1872 may be resorted to for the purpose of obtaining information with respect to the provisions of the original charter.

Chesapeake & Ohio Canal Co. v. Balto. & O. R. R., 4 G. & J. 1, 90 ; Levin v. Hewes, 118 Md. 624, 634 , 86 A. 233 . By this preamble the intent to amend the specific charter is made clear, as well-as the corporation’s name, the limitation of its corporate life to thirty years, and. the immediate necessity that the corporate franchises granted by the act should be continued in order that the beneficent purposes of the corporation be prolonged. The body of the enactment discloses the legislative intent to be: (A) The extension in time of a temporary corporate life to one in perpetuity without any alteration in the corporate powers ;and (B) the change of the old name of the “Maryland State Bible Society” to that of the “Maryland Bible Society,” subject to the provisions (a) that the clear annual income of the corporate property shall not exceed the sum of $10,000, and that all suits shall be brought in the name of the president of the Maryland Bible Society; and (b) that the Legislature reserves the right to alter, amend, or repeal the new, as well as the original, at any time. See Phinney v. Sheppard Hospital, 88 Md. 633, 637 , 42 A. 58 ; Const., art. 3, sec. 48; Hodges v. Railway Co., 58 Md. 603, 620, 621 ; Acts of 1870, chs. 6, 38, 127, 145, 149, 227; Acts of 1872, chs. 5, 6, 41, 129, 142; Acts of 1874, chs. 4, ¹⁶⁹ 74, 110, 111, 138, 192, 249, 316, similarly removing or extending time limit of corporate duration.

From the preceding statement of its form and content, it is conclusive that the act here assailed is neither within the letter nor the general purpose and policy of section 29 of article 3 of the Constitution. O. The charter of the society authorizes it to hold by deed, bequest, or devise any interest in realty or personalty, and “to use, sell, mortgage, lease, transfer or convey all or any part of said property; provided, that the clear annual income of such estate, interest and property shall not exceed the sum of ten thousand dollars.” Acts of 1842-43, ch. 290, sec. 2, 1872, eh. 118, sec. 3. The sanction and consent of the Legislature to the gifts made by the testatrix to the society were given by Acts 1929, ch. 554, at page 1337. See Basshor v. Dressel, 34 Md. 503, 510, 511 ; Koch v. North Ave.

Rwy. Co., 75 Md. 222, 225-226 , 23 A. 463 ; Munich Co. v. United Surety Co., 113 Md. 203, 224-225 , 77 A. 579 . The property, however, if it should thus pass to the society, would yield a clear yearly income in excess of $10,000, provided the gift be put or kept in the form of an investment. So, the next of kin maintain that the corporation has no power to hold the gift and, therefore, cannot take it and, consequently, that a court of equity will not decree that the gift be delivered to the corporation, since it would be a nugatory act to put the corporation in possession of what it cannot keep within the law of its being.

The vice of this argument lies in its assumptions of fact. The limitation imposed by the statute is not upon the quantify or value of the corporate property, but upon its aggregate net yearly yield to the corporation, which may he predicted, but never ascertained until the end of year. Moreover, for its corporate purposes, the corporation may use, sell, mortgage, lease, transfer, or convey all or any part of 1his property at any time during any of the these successive periods of twelve months. The “promoting of the circulation of the Holy Scriptures, without note or comment,” is a vast ¹⁷⁰ design which is not limited in language nor in hemisphere, but is consistent with the expenditure of large capital sums in a single year.

Hence the corporate assets at the close of a fiscal year may be much less than at the beginning, and the clear income so greatly affected by the corporate use made of the corporate property during the yearly period that, no matter how large the acquisition of property may have been throughout the year, at its close the net income of the aggregate assets would not exceed the sum prescribed by the statute. It follows that the statute contemplates, at the' end of every year of corporate life, the computation of all income received upon all the corporate property which has at any time been held throughout that year; and that any excess of clear corporate income from all corporate assets is then determinable by such periodic calculations. The position of the next of kin would require the test of the power to take depend upon the potential income of the particular gift at the time of its delivery, despite the fact there might never be any income received by the corporation, by reason of either a failure of dividends or of other expected yield, or of the application of the gift to corporate purposes. In other words, the argument of the next of kin is that, notwithstanding the corporation can lawfully use and expend, as quickly as requisite, the entire sum of the benefaction for any corporate purpose, the mere possibility that the gift may assume the form of