Trustees of the Eutaw Street Methodist Episcopal Church v. Asbury Sunday-School Society

Worthington, J., delivered the opinion of the Court. By his last will and testament, dated March 12th, 1868, Thomas Armstrong, since deceased, of Baltimore City, among other bequests, gave and bequeathed as follows: “To the Society for the Relief of the Poor of the Methodist Episcopal Church of Baltimore City Station (duly incorporated), $1,000, to be invested and the interest applied for the use of said society.” “To the Asbury Sunday-School Society of Baltimore, $1,000.” The precise date of Mr. Armstrong’s death does not appear, but his will was duly probated on November 19th,1868, By the provisions of the will these legacies were not to be ⁶⁷² paid until after the death of the testator’s wife, who survived him about 18 years, dying in the year 1881. Subsequently, in the year 1882, thesé legacies were paid to the legatees above named, both incorporated bodies, and it is to- recover one-half of both these legacies that the suit in this case was instituted by the three appellant corporations in the Circuit Court of Baltimore City. In order to understand the. nature of the appellant’s claim, it will be necessary to relate the circumstances .under which the Methodist Episcopal Church organization in Baltimore City existed at the time of the making and probating of Thomas Armstrong’s will, and to note certain changes that took place in its organization subsequently.

At the time of the date of the will, as well as of its probate, there were two churches of this denomination in Baltimore City one the.Light Street Church and the other the Eutaw Street Church, which together constituted what was known as the Baltimore City Station of the Methodist Episcopal Church. The Baltimore City Station, as such, was not incorporated, but there was a corporation known as the “Trustees of the Methodist Episcopal Church in the City and Precincts of Baltimore,” which held the legal title to the property of both these churches, consisting of the church edifices, the land upon which they stood, a cemetery and other assets. There were also at that time two other corporations connected and affiliated with the Baltimore City Station, one of which was “The Asbury Sunday-School Society of Baltimore,” and the other “The Society for the Relief of the Poor of the Methodist Episcopal Church, Baltimore City Station,” the two corporations named as legatees in the will of Thomas Armstrong, as above mentioned. The preamble to the articles of incorporation of the Sunday-School Society was to the effect that the association'was formed “in connection with the Sunday-schools belonging to-Baltimore City Station of the Methodist Episcopal Church,”' and its charter empowered the corporation to receive, hold ⁶⁷³ and possess property, and to sell, transfer or lease the same in such manner as would be inost conducive to the benevolent uses of the society.

The object of the Society for the Relief of the Poor was declared to be to afford “pecuniary aid and assistance to the indigent and poor members of the Methodist Episcopal Church attached to that part of said church in the City of Baltimore, commonly known as the ‘Baltimore City Station,’ and for no other purpose or purposes whatsoever.” The testator in his lifetime was a member of the Light Street Church, but attended, in the latter years of his life, most frequently the Eutaw Street Church, as he lived within a block of that church. It was also shown that he was much interested in all the work of the station. A short time after Mr. Armstrong’s death—that is to say, in March, 1869, at a session of the Baltimore Conference of the Methodist Episcopal Church, the Bishop presiding at said Conference, in the exercise of his legitimate powers and functions, separated “the ecclesiastical relationship” which had so long existed between the two charges constituting the Baltimore City Station, to wit, Light Street and Eutaw Street Churches, so that thereafter these two congregations or charges became ecclesiastically separate and independent churches. On September 27th, 1869, a meeting of the male members over twenty-one years of age of the Baltimore City Station met in the Light Street Church, and by certain resolutions, which were adopted, directed a deed to be made by the trustees of the M. E. Church in the City and Precincts of Baltimore to the trustees of the Eutaw Street Church, as soon as they should be duly elected according to law, of their church lot and improvements on Eutaw Street, and also to pay to the trustees of the Eutaw Street Station the sum of $14,500.

This meeting of male members also passed the two following’ resolutions : “Resolved, That any unpaid legacies when due and paid shall be equally divided between Baltimore City Station and Eutaw Street Station.” ⁶⁷⁴ “Resolved, That we respectfully advise the Society for the Relief of'the Poor of Baltimore City Station to equally divide the funds held by them, known as the ‘poor fund.’ ” Soon thereafter the trustees of the Eutaw Street Church became an incorporated body and the deed for its church property was made to them ánd the sum of $14,500 paid them in accordance with-' the aforementioned resolution to that effect. ■Subsequently the Eutaw Street Methodist Episcopal Sunday-School of Baltimore City and The Society for the Relief of the Poor of the Eutaw Street Station Methodist Episcopal Church of Baltimore City, two of the appellant corporations, were duly incorporated, and the former received from the Asbury Sunday-School Society of Baltimore all the books, bookcases, maps and other Sunday-school • paraphernalia pertaining to the Eutaw Street Sunday-School; while the Poor Society of the Eutaw Street Station received from the Poor Society of the Baltimore City Station the sum of about $3,000 as its share of the ‘poor fund’ held by the latter society at thé time of'the separation of the two congregations. After the transfer of the property and the payment of the sums of money above mentioned, the division of the Old Baltimore City Station into two separate and independent stations was complete, but at the time this was accomplished the legacies from the estate of Thomas Arinstrong were not yet due and payable, because' his widow still survived, and, as before stated, by the terms of the testator’s will, the legacies were not payable until after her death. This event’occurred, as we have seen, in the year 1881, and the following year1'the money was paid to the two legatee corporations, both of whom overlooked or ignored the resolutions adopted at the male members’ meeting on September 27th, 1869, providing for a division of the legacies when received, and retained the whole to their own respective uses and purposes. ’ It seems that the members of the Eutaw Street Station in the course of the thirteen years that elapsed from the death of Thomas Armstrong until the death of his widow had also ⁶⁷⁵ overlooked or forgotten the fact these legacies had been left to the Asbury Sunday-School Society and to the Poor Society of the old Baltimore City Station before its division into two stations, and also had forgotten the resolutions adopted at the male members’ meeting, and so made no demand for the half of either of the funds until the year 1895, when Mr. Joshua S. Rawlings, a member of Eutaw Street Church, and one of those present, at the meeting of the male members of the old Baltimore City Station on September 27th, 1869, in looking over the minutes of the proceedings of the church for a long period of years, came upon the resolution first above mentioned. At once, he says, he recollected 'the circumstances, and exclaimed: “There is the Armstrong legacies, and we have never received -a part of them.” Mr. Summerfield Baldwin, who also testified in the case as a witness for the complainants, stated that the resolution referred specifically to the two Armstrong legacies.

The matter was at once taken up with the several defendant corporations, but more especially with the trustees of the Methodist Episcopal Church in the City and Precincts of Baltimore, and a number of years was spent in the fruitless effort to bring about an adjustment of the matter without resorting to law; but as no recognition whatever was given the claims of the complainants or of either of them to any part of either of said legacies, this suit was finally instituted to recover what the complainants contend is justly and fairly due them, to wit, one-half of each of said legacies, with interest. The first question presented is as to the force and effect of the resolution first above mentioned providing for the equal division of the legacies, when they should be received, between Baltimore City Station, which was the name retained by the Light Street Church after the separation, and the new Eutaw Street Station. As to this question, it is clear what-j ever may be the force of the resolution in suggesting a fair \ apportionment of these legacies, it could not have the effect I of lawfully dividing them. ⁶⁷⁶ The male members’ meeting at which the resolution in question was adopted, although consisting of members from all three of the defendant corporations, could not. by any action it might take, bind the two legatee corporations, because-the members present were not then acting as a board of managers of these corporations, but only as members of the two congregations then constituting the old Baltimore City Station, who had been called together for the purpose of giving their consent and approbation to the transfer of certain church property and money from the old Baltimore City Station to the newly erected Eutaw Street Station. It is true that the notice of the meeting stated that its purpose was “'to ratify and confirm the award of the arbiters, appointed to settle the financial question between the two charges and to authorize the corporation to carry into- effect said award,” but whatever the award of the- arbiters may have-been, and it does not appear in the record, the form of the notice could not enlarge the powers of the male members beyond those given them by the charter of the church corporation to which they belonged.

These powers were merely to give or withhold their consent and approbation to the transfer of certain church property and money from the old Baltimore City Station to the new Eutaw