Singer v. Mary Byrd Wyman Memorial Ass'n

³⁹⁹ Thomas, J., delivered the opinion of the court. On the 5th of March, 1883, Samuel G. Wyman, of Baltimore City, Maryland, execnted and delivered to William W. Taylor and others the following deed, which was! duly recorded among the Land Records of Baltimore Oity: “This deed made this fifth day of March, in the year eighteen hundred and eighty-three, by Samuel G. Wyman, of Baltimore City, Maryland. Whereas during her lifetime my wife, Mary Byrd Wyman, was deeply interested in the Christian education of the young and to this object devoted mncb of her time and means, and it is my desire to provide for the continuance of her work and to establish as a fitting memorial to her a permanent fund the income from which shall be employed for tbis purpose. How, therefore, I, Samuel G. Wyman, of the City of Baltimore, in consideration of the premises and of the sum of five dollars do grant, bargain, sell and convey unto William W. Taylor, William Keyser, Skip with Wilmer, H. Irvine Keyser, and Charles E. Taylor and the survivors or survivor of them and the successors and assigns of such survivor, all those several pieces or parcels of ground situate and lying in the City of Baltimore, State of Maryland, and described as follows: Beginning for the first of said pieces or parcels of ground on the east side of Park Avenue at the distance of thirty-five feet seven and one-fourth inches from the corner formed by the intersection of the east side of Park Avenue and the southeast side of Tyson, now Chase, Street, and running thence southerly binding on the east side of Park Avenue one hundred and eighty feet to the northeast side of Tyson Alley; thence southeasterly along the line of said alley sixty-two feet seven and one-fourth inches until it intersects the north side of Eager Street; thence • easterly and along said north side of Eager Street thirty-seven feet to the west side of Eulton Alley; thence northerly and binding on said west side of Eulton Alloy two hundred and seventeen feet ten and one-fourth inches to the south line of the small piece of ⁴⁰⁰ ground conveyed by Laura Lee Capron and Richard I. Capron to William H. S. Burgwyn; thence westerly along said line forty-five feet more or less to the place of beginning.

Being the same property which was conveyed to Samuel G. Wyman by Laura Lee Capron and Richard I. Capron by deed dated June 30th, 1879, and recorded among the Land Records of Baltimore City in Liber E. A. B. No. 844, folio 420, &e. Beginning for the second of said parcels or pieces of' ground at the corner formed by the intersection of' the east side of Park Avenue and the southwest side of Tyson Alley, and running thence southeasterly binding on said southwest side of Tyson Alley twenty-seven feet six inches more or less to the north side of Eager Street; thehce westerly binding on the north side of Eager Street twenty-one feet five inches more or less to the east side of Park Avenue; thence northerly on the east side of Park Avenue twenty feet seven and one-half inches to the place of beginning. Being the same piece or parcel of ground which was conveyed to Samuel G. Wyman by John Eschbach by deed dated August 6th, 1881, and recorded among the Land Records of Baltimore City in Liber E. A. P. No. 906, folio 200, &c., and also all the right, title, interest and estate of Samuel G. Wyman in, unto and out of thé bed of Tyson Alley as awarded to him by the Commissioners for 'Opening-Streets acting under the provisions of the ordinance of the Mayor and City Council of Baltimore, entitled ‘An Ordinance to condemn and close Tyson Alley, between Park Avenue and Eager Street,’ approved the seventeenth day of October, 1881, and beginning for the third of said pieces or parcels of ground at the cornel- formed by the intersection of the southeast side of Tyson Street and the west side of Park Avenue, and running thence southwesterly along the line of Tyson Street seventy-one feet four and three-fourths inches more or less to the corner formed by the intersection of said southeast side of Tyson Street and the north side of Tyson Alley; thence southeasterly along the ⁴⁰¹ north side of Tyson Alley sixty-four feet three inches more or less to the building line on Park Avenue, and thence northerly along said building line on Park Avenue ninety-two feet two inches more or less to the place of beginning. Being the same property the leasehold interest in which was assigned to Samuel G-.

Wyman by Elizabeth Martin by deed of assignment dated April 1st, 1881, and recorded among the Land Records of Baltimore City in Liber E. A. P. Ho. 894, folio 77, &e., and the reversion in which was conveyed to Samuel (x. Wyman by Rebecca H. Kilpatrick, trustee, by deed dated April 26th, 1881, and recorded among the Land Records of Baltimore City in Liber E. A. P. Ho. 896, folio 46, &c. Together with all the buildings and improvements on said pieces or parcels of ground, and the rights, ways, privileges and ajipurtenances belonging or in any wise appertaining to any or all of said pieces or parcels of ground. To have and to hold each and all of the above described pieces a.nd parcels of ground unto the said William W. Taylor, William Keyser, Skipwith Wilmer, H. Irvine Keyser, and Charles E. Taylor and the survivors or survivor of them and the heirs, personal representatives and assigns of such survivor and their successors as hereinafter provided upon the following uses and trusts: Eirst, to collect the rents, issues and profits upon the said property and to apply so much thereof as may be necessary for the payment of taxes, insurance, ground rents and repairs for the proper maintenance of the property hereby granted, and for defraying the necessary expenses of the trust, so that at all times the property and the rents issuing therefrom may he insured and the whole kept in its most profitable and productive condition; secondly, to apply the surplus income from the said property or so much thereof as in each year they may deem expedient to defraying the expenses of the education and maintenance of such children as the said trustee or a majority of them may select as proper recipients of the benefit of this trust; third, to ⁴⁰² fill any vacancy in their number created by death or otherwise from among the laymen who are communicants in the Protestant Episcopal Church and reside in the City of Baltimore, and to execute any instrument that may be necessary to perpetuate the title in the trustees and their successors so to be selected, and upon the further trust that the said trustees shall apply to the General Assembly of Maryland for an act incorporating them and their successors under the name of the Mary Byrd Wyman Memorial, with a grant of the rights and powers necessary to carry out the trust hereby created, and when the said act has been passed in trust to convey to the said corporation all the property hereby conveyed upon the trusts herein contained.

It is my desire that the benefits of this fund shall be applied so far as the same may meet with the approval of the Trustees to the children of clergymen of the Protestant Episcopal Church resident in the States of Maryland and Virginia, and that their education shall be conducted at such institutions as conform to the faith and liturgy of the Protestant Episcopal Church, but this expression of my wishes is intended only for the assistance of the Trustees and is in no respect to control or restrict the full and complete discretion and authority which they and their successors shall forever have and exercise as to the persons to be educated and the manner in which their education and maintenance shall be assisted. In testimony whereof I have hereunto set my hand and affix my seal this fifth day of March, 1883. “Sami. G. Wyman (Seal). “Witness: I. Howard. • “State of Maryland, Baltimore City, to wit— “Before the subscriber, a Justice of the Peace of the State of Maryland in and for the City of Baltimore, personally appeared in said city this fifth day of March, 1883, Samuel G. Wyman, whose name is signed to the foregoing instrument, and acknowledged the said instrument to be his act and deed. “I. Howard, J. P.” ⁴⁰³ In pursuance of the directions contained in said deed the trustees therein applied to and obtained from the General Assembly of Maryland Chapter 262 of the Acts of 1884 incorporating the Mary Byrd Wyman Memorial Association of Baltimore City as follows: “An Act to incorporate ‘The Mary Byrd Wyman Memorial Association of Baltimore City.’ “Whereas, The late Samuel G. Wyman, of Baltimore City, by deed duly executed and recorded, granted to William W. Taylor, William Keyser, Skipwith Wilmer, H. Irvine Keyser, and Charles F. Taylor, certain real and leasehold property, situated in said city, in trust, to create a fund for educational purposes, to he known as “The Mary Byrd Wyman Memorial,’ and to receive the rents, incomes, issues and profits of the said property, and apply the same to the assistance and education of such persons as the said trustees may select; and whereas for the purpose of effectually carrying out the objects of the trust as expressed in said deed, the said trustees have prayed to he incorporated, and such prayer appears reasonable. “Section 1. Be it enacted by the General Assembly of Maryland, That William W. Taylor, William Keyser, Skipwith Wilmer, H. Irvine Keyser and Charles F. Taylor he and they are hereby constituted a body corporate, under the name of ‘The Mary Byrd Wyman Memorial Association of Baltimore City,’ for the purpose of, receiving, holding and dispensing a fund for the assistance, education or maintenance of such persons as the said corporation may select as recipients of the benefits thereof; and the said body corporate is hereby authorized and empowered to take, hold, transmit and convey, the property described and granted in a deed dated the fifth day of March, in the year eighteen hundred and eighty-three, and recorded among the Land Records of Baltimore City in Liber R. J. A., number nine hundred and seventy-three, folio nine, etc., from Samuel G. Wyman to the said William W. Taylor, William Keyser, Skipwith Wilmer, TI.

Irvine Key ⁴⁰⁴ ser and Charles E. Taylor; and also any other real or personal estate which it may purchase or otherwise acquire for the purposes of its incorporation, and to make any contract in reference thereto; to sue and he sued, plead and be impleaded, in all courts and places whatsoever, and in all manner of suits and actions; to have a common seal, and to alter and change the same at pleasure; to appoint such officers and employ such agents as it may require for the conduct of its affairs and the management of its property, and to adopt such by-laws and rules as may be needful for its government; to provide for and regulate the succession of its members, and to perpetuate its existence. “Sec. 2. And be it further enacted, That this act shall take effect from the date of its passage. “Approved April 8, 1884.” In, further execution of the provisions of said deed the trustees! therein named, by deed dated the 19th day of November, 1884, and recorded among the Land Records of Baltimore City, conveyed all of said property to said corporation, “its successors and assigns in fee simple” for the purposes set forth in said' deed of March 5th, 1883, and said act-of incorporation. On the 1st of May, 1920, the Mary Byrd Wyman Association, by an agreement in writing and duly executed by the parties thereto; sold the properties described in said deeds for $145,000 to Frank O. Singer’, Jr., of Baltimore City, Maryland, who agreed to- purchase the same and paid $5,000 on account of the purchase price, but who later refused to complete the purchase in accordance with said agreement on the ground that said association could not give him a good and marketable title to the property. On a bill filed by the association, the Circuit Court No. 2 off Baltimore City, upon the pleadings and evidence in the case, decreed specific performance of the contract of sale, and the present appeal is from that decree.

It appears from “the agreed statement of facts”, filed in