Prairie Slough Fishing & Hunting Club v. Kessler

• Decision Date: 14 October 1913
• Citation: 159 S.W. 1080,252 Mo. 424
• Parties: PRAIRIE SLOUGH FISHING & HUNTING CLUB v. WILLIAM P. and LENA KESSLER, Appellants
• Court: Missouri Supreme Court

159 S.W. 1080

252 Mo. 424

PRAIRIE SLOUGH FISHING & HUNTING CLUB v. WILLIAM P. and LENA KESSLER, Appellants

Supreme Court of Missouri, Second Division

October 14, 1913

Appeal from Lincoln Circuit Court. -- Hon. James D. Barnett, Judge.

Reversed and remanded.

R. L Sutton and John B. Dempsey for appellants.

(1) Under the statute the plaintiff is empowered to acquire and hold such real estate and buildings only as may be necessary for assembly, library, laboratory and other rooms requisite for its purposes. Sec. 3443, R.S. 1909; Sec. 1405, R.S. 1899; Sec. 2833, R.S. 1889; Sec. 982, R.S. 1879. The enumeration of the kind and quantity of property which a corporation created under this statute may acquire, by all constructions of statutes, is an exclusion of the right to hold any other or for any other purpose. State ex rel. v. Trust Co., 144 Mo. 562; Railroad v. Clark, 53 Mo. 214; Carroll v. Campbell, 108 Mo. 559; St. Louis v Russell, 9 Mo. 507; Kugglis v. Collin, 43 Mo 353; State ex rel. v. Murphy, 130 Mo. 10; Bank v. Young, 37 Mo. 398; Doty v. Tel. & Tel. Co., 123 Tenn. 329. The incorporation of associations under the provisions of Art. 11, Chap. 12, R.S. 1899 (Art. 10, Chap. 33, R.S. 1909) is not authorized except for benevolent, religious, scientific or educational purposes, and the right of such associations to acquire and hold large bodies of farm lands is not granted either by express words or by implication, but on the contrary such right is clearly excluded. Sec. 21, art. 10, Constitution; Secs. 3432, 3435, 3439, 3443, R.S. 1909; State ex rel. v. Lesueur, 99 Mo. 558; 5 Thomp. Private Corp., sec. 5772; Railroad v. Seely, 45 Mo. 212; Goodland v. Bank, 93 Mo.App. 195; St. Louis v. Railroad, 13 Mo.App. 530; Carondelet v. Pecot, 38 Mo. 128; St. Joseph v. Saville, 39 Mo. 460; Ruggles v. Collier, 43 Mo. 375; Dorton v. Hearn, 46 Mo. 301; Sec. 1406, R.S. 1899 (Sec. 2834, R.S. 1889), authorizing the incorporation of societies for the promotion of boating, field sports, and other rational amusements, was held unconstitutional and void, and was omitted from the revision of 1909. State ex rel. v. Lesueur, 99 Mo. 558. It seems to be well settled in this State that a corporation created for one purpose or with authority to do a particular thing cannot go further than the purpose and power expressed in its charter or necessary to carry out such purpose and authority. Blair v. Ins. Co., 10 Mo. 559; Hoogland v. Railroad, 39 Mo. 451; Railroad v. Seely, 45 Mo. 212; St. Louis v. Gaslight Co., 70 Mo. 69; Carondelet v. Pecot, 38 Mo. 128; Ruggles v. Collier, 43 Mo. 375; Dorton v. Hearn, 67 Mo. 302; St. Joseph v. Saville, 39 Mo. 466; Ferry Co. v. Railroad, 128 Mo. 247; St. Louis v. Gas Light Co., 5 Mo.App. 530; Railroad v. Dameron, 4 Mo.App. 418; St. Louis v. Railroad, 13 Mo.App. 530; Goodland v. Bank, 74 Mo.App. 369; Chenowith v. Express Co., 93 Mo.App. 195; Police Assn. v. Teerney, 116 Mo.App. 460; 5 Thompson on Private Corporation, sec. 5772. The defense of ultra vires may be made by a private individual in case of this character. It is only in case of executed contract that such defense is not permissible. Land v. Coffman, 50 Mo. 243; Dairy Co. v. Mooney, 41 Mo.App. 673; Garrett v. Mining Co., 113 Mo. 339; Chenowith v. Express Co., 93 Mo.App. 195; 5 Thompson on Private Corporations, sec. 5800; 10 Cyc. 1135; Case v. Kelley, 133 U.S. 21.

R. H. Norton and Charles W. Bates for respondent.

(1) The club was properly incorporated for the purposes specified in its charter. Constitution, art. 10, sec. 21; R.S. 1909, sec. 3435; R.S. 1899, sec. 1397; State ex rel. v. Lesueur, 99 Mo. 552. (2) The club had lawful authority and power to acquire and hold the land for its corporate purposes. Constitution, art. 12, sec. 7; R.S. 1909, sec. 3443; R.S. 1909, sec. 2990, par. 4; Club v. Finley, 53 Mo.App. 256. (3) Appellant will not be heard to question the right of the respondent, under its charter, to hold lands. "This question can be raised by the State alone." Hall v. Bank, 145 Mo. 418; Summet v. Brokerage, 208 Mo. 501; Bank v. Mathews, 98 U.S. 621; Bank v. Poiteaux, 3 Rand. (Va.) 136; Martindale v. Railroad, 60 Mo. 580; Kinealy v. Railroad, 69 Mo. 658; Hovelman v. Railroad, 79 Mo. 632; State v. Trust Co., 157 Mo.App. 557; Benevolent Society v. Murray, 145 Mo. 622; Drug Co. v. Robinson, 81 Mo. 18. Appellant is estopped to deny the legal authority of the respondent to hold the lands in question. Vette v. Geist, 155 Mo. 27.

WILLIAMS, C. Roy, C., concurs.

OPINION

WILLIAMS, C.

In this suit plaintiff, proceeding on the theory of a constructive trust, seeks to have a court of equity declare a trust in favor of plaintiff with reference to approximately 426 acres of land situated in Lincoln county, Missouri, and by its decree to divest the title thereto out of defendants (the holders of the legal title), and vest the same in the plaintiff corporation, upon plaintiff's reimbursement to defendants of the amount paid by them for said land, and to compel defendants to account to plaintiff for the crops and rents received from said land.

The plaintiff is a corporation organized under the provisions of article 11, chapter 12, Revised Statutes 1899 (article 10, chapter 33, Revised Statutes 1909), by pro forma decree of the circuit court of the city of St. Louis, on December 4, 1900. A short time after the corporation was organized it acquired a ten-year lease on the land in controversy, whereby the company and its members were given the absolute and exclusive right and privilege to hunt and fish upon said land, and the right to erect a clubhouse, outbuildings and fences upon a two-acre portion thereof. At this time the land in controversy was owned by Fred Naxera and Edward H. Knight. The clubhouse was erected and the land leased was enjoyed by the corporation members as a place to hunt and fish. In 1906 defendant William P. Kessler was elected president of the plaintiff corporation, and served as such president until the latter part of 1908. During the time he was president of the club there was considerable discussion of the club's future among the members thereof, and of the propriety of procuring a renewal of the lease or purchasing the land outright. No formal action with reference to the matter was taken at any of the meetings of the board of directors, but some of the members testified that they discussed the matter with the president, William P. Kessler, and that he assured them he would look after the matter for the club and would try to get an option on the land for the club with a view to its purchase by the corporation. Later the said defendant procured an option from the landowners, taking the option in his own name, and informed some of the members of the corporation that he had procured an option for the "club." In October, 1907, defendant closed the deal for the purchase of the land, and had the owners of the land convey the same to himself and wife, his codefendant herein. The purchase price was $ 6500, defendants paying $ 500 in cash, and executing their note, secured by deed of trust on the land, for $ 6000, due ten years after date, also separate notes for interest at eight per cent on said sum.

The testimony on the part of the plaintiff is that its members were not aware of this transaction until some time in July, 1908, when, at a meeting of the members of the corporation, Kessler submitted a proposition to the club, through its secretary, to the effect that he would sell the land to the club at a certain stipulated price, but that he would not renew the lease. A committee was appointed by plaintiff to investigate the matter, and upon investigation it was learned that the price asked was approximately six dollars an acre in excess of that paid by defendant for the property. A short time thereafter this suit was instituted, resulting in a decree for plaintiff as prayed.

Further facts necessary to a fuller understanding of the case are set forth in the interlocutory decree of the circuit court, which decree, omitting formal parts, is as follows:

"Now at this day, at the March adjourned term of the circuit court of Lincoln county, Missouri, come again the parties to this suit, both plaintiff and defendants, by themselves and by their respective counsel, and all and singular the matters and things heretofore submitted to the court and taken under advisement, having been seen, heard and considered, the court doth find that the plaintiff, the Prairie Slough Fishing and Hunting Club, is a corporation organized under and by virtue of the provisions of article 11, chapter 12, Revised Statutes of Missouri, 1899; that the defendants, William P. Kessler and Lena Kessler, are husband and wife; that on the 1st day of August, 1900, a certain lease was executed by Fred Naxera and Edward H. Knight, and their respective wives, to one Adolph Vogler; that said lease covered the lands mentioned in plaintiff's petition, and described as follows: [Here follows description of said real estate.] That said lease ran for a term of ten years, and until the 31st day of July 1910, and that the yearly rental as fixed in said lease was the sum of fifty dollars per year. It is further found by the court that under and by virtue of the terms of said lease it was provided that a frame building for residence and clubhouse purposes, outbuildings and fences, should be erected on said premises by the lessee thereof, to cost at least one thousand dollars. That shortly after the execution of said lease said Vogler transferred and assigned all his right, title and interest in said lease to the plaintiff, the Prairie Slough Fishing and Hunting Club, and that said Vogler, when he secured said lease from said Knight and Naxera, was acting for and on behalf of the plaintiff in...