Muck v. Hitchcock

• Citation: 106 N.E. 75,212 N.Y. 283
• Parties: MUCK v. HITCHCOCK et al.
• Decision Date: 14 July 1914
• Court: New York Court of Appeals

212 N.Y. 283

106 N.E. 75

MUCK

v.HITCHCOCK et al.

Court of Appeals of New York.

July 14, 1914.

Appeal from Supreme Court, Appellate Division, Fourth Department.

Action by Elvira E. Muck against S. Edward Hitchcock and others. A judgment dismissing the complaint was reversed by the Appellate Division, Fourth Department (149 App. Div. 323,134 N. Y. Supp. 271), and judgment directed for plaintiff for insufficient relief, and plaintiff appeals. Reversed, and new trial granted.

This action was brought to compel the specific performance of a contract to convey real property. The defendant, the American Millennial Association, is a religious corporation, organized under the laws of Massachusetts, with its headquarters at Boston in that state. On and prior to February 21, 1908, the association was the owner of certain land situate in Livingston county, in this state, not used, so far as it appears, for its corporate purposes, and held as devisee under the will of one Ansel Jenne. On that day the association made a contract with the plaintiff to convey the land to her for the sum of $600. Fifty dollars was paid by the plaintiff to the association at the time of the agreement, and the balance of the purchase price, $550, was to be paid on or before July 1, 1908. It is claimed by the plaintiff that the association waived the requirement that the balance of the purchase price should be paid on or before July 1, 1908, and that thereafter, and in the month of December, the plaintiff tendered the amount due and demanded of the association a deed. The association refused to carry out the contract, or to return the $50 which it had received. The question as to the validity of the tender is not before the court. In January, 1909, the defendant Welch made a contract with the defendant association to purchase the land in Livingston county for the sum of $1,400. This contract he subsequently assigned to the defendant S. Edward Hitchcock. Proceedings to authorize a sale pursuant to this latter contract were taken under the statute in the County Court of Livingston county, and on February 23, 1909, the defendant S. Edward Hitchcock received a deed of the property under which he went into possession and now claims title to the land. The defendants Hitchcock and Welch, as the court found, ‘purchased said lands of said association knowing that such association had made the contract to sell the same to this plaintiff.’ The action is against Hitchcock and his wife to compel them to deliver a good and sufficient deed of the lands in question to the plaintiff. The defendant the Millennial Association made default. The court as Special Term held that the plaintiff could not enforce her contract against the defendants because permission of the court to make a conveyance under that contract had not been obtained by the association, and the complaint was dismissed, without costs. At the Appellate Division the court was divided. The minority was in favor of granting the relief demanded in the complaint, but a majority of the court concurred in an opinion to reverse the judgment and allow the plaintiff to recover of the defendant the $50 which she had paid to the Millennial Association, with interest, and also the costs of the action, and provided that upon payment of such amounts the contract between the association and the plaintiff should be canceled. A judgment was entered accordingly, and the plaintiff appeals. The record contains only the judgment roll.Milton E. Gibbs, of Rochester, for appellant.

Albert C. Olp, of Rochester, for respondents.

CUDDEBACK (after stating the facts as above).

[1]Section 12 of the Religious Corporations Law (Consol. Laws, c. 51), provides as follows:

‘Sec. 12. A religious corporation shall not sell or mortgage any of its real property without applying for and obtaining leave of the court therefor pursuant to the provisions of the Code of Civil Procedure,’ etc.

It has been held that broad words in a statute conferring powers and privileges on ‘a corporation,’ or on ‘any corporation,’ apply only to corporations organized under the laws of this state. ‘The Legislature in such cases is dealing with its own creations, whose rights and obligations it may limit, define, and control.’ Matter of Balleis, 144 N. Y. 132, 133,38 N. E. 1007, 1008;White v. Howard, 46 N. Y. 144, 165; Colquhoun v. Hedden L. R. (25 Q. B. D.) 129; Saltmarsh v. Spaulding, 147 Mass. 224, 17 N. E. 316;United States v. Fox, 94 U. S. 315, 24 L. Ed. 192;Alfred University v. Hancock, 69 N. J. Eq. 470, 46 Atl. 178;Vanderpoel v. Gorman, 140 N. Y. 563, 35 N. E. 932,34 L. R. A. 548, 37 Am. St. Rep. 601.

In my opinion the words of section 12 of the Religious Corporations Law should be limited in like manner to domestic corporations. The object of the state in requiring a religious corporation to obtain leave of the court before conveying its real property is to protect the society and its members from loss through unwise bargains, and to prevent perversion of the association's property. The state owes no service of that kind to foreign corporations. Indeed, it would be impracticable for the courts of this state to exercise such visitorial power over a foreign corporation. Our courts do not know the needs of the foreign association, and they cannot determine with any satisfaction, as the statute requires (General Corporation Law [Consol. Laws, c. 23], § 73), whether the interests of the association will be promoted by the sale of its land in this state or not, nor can they, with any satisfaction, direct what disposition shall be made of the proceeds of sale. Furthermore, after the sale, the courts of this state would in most cases lose jurisdiction of the foreign corporation and its property. The power of visitation over foreign corporations can be exercised effectually only by the courts of the association's domicile. For these reasons, I think it should be said that the law of this state prohibiting religious corporations from selling their real property without leave of the court, does not extend to foreign corporations.

[2] It is, however, argued on behalf of the defendants that under section 21 of the General Corporation Law, the Millennial Association could not convey its land without leave of the court . Section 21 reads thus:

‘Sec. 21. Any foreign corporation * * * may take by...