Good Will Home Ass'n v. Erwin

• Decision Date: 31 December 1971
• Parties: GOOD WILL HOME ASSOCIATION v. James S. ERWIN, as Attorney General of the State of Maine.
• Court: Maine Supreme Court

Page 374

285 A.2d 374

GOOD WILL HOME ASSOCIATION v. James S. ERWIN, as Attorney General of the State of Maine.

Supreme Judicial Court of Maine.

Dec. 31, 1971.

Pierce, Atwood, Scribner, Allen & McKusick, by Vincent L. McKusick, Peter L. Murray, Portland, for plaintiff.

Garth K. Chandler, Craig R. Nelson, Asst. Attys. Gen., Augusta, for defendant.

Before DUFRESNE, C. J., and WEBBER, WEATHERBEE, POMEROY, WERNICK and ARCHIBALD, JJ.

WERNICK, Justice.

Two appeals by the Attorney General of the State of Maine from separate orders of the Superior Court involving interrelated issues have, by stipulation of the parties, been consolidated into a single appeal for decision by this Court.

The plaintiff, Good Will Home Association, a corporation without capital stock organized pursuant to R.S.1883, c. 55, §§ 1-4 (the precursor of 13 M.R.S.A. § 901 et seq.) had originally instituted a proceeding against the State's Attorney General in his role as guardian of public charities under 5 M.R.S.A. § 194. Plaintiff Association had sought: (1) a declaratory judgment that its activities as then constituted were in compliance with the terms of plaintiff's Articles of Association and should noncompliance be declared, (2) instructions by the Court delineating the scope of activities permissible under the powers and purposes of the plaintiff's Articles of Association. ¹

This action was reported to this Court, under Rule 72 M.R.C.P., for final decision on the prayers for relief as contained in the complaint of the plaintiff Association.

On June 17, 1970 this Court decided in Good Will Home Association v. Erwin, Me., 266 A.2d 218 (1970) that the plaintiff Association was conducting 'The Hinckley School' (the name under which it was operating) essentially as a 'College Preparatory School.' Hence, this Court held:

'. . . we declare the operation of The Hinckley School by the Good Will Home Association, as it is presently conducted, to be ultra vires and without the power of the Association.' (p. 222)

As to the second prayer of the plaintiff in which the Court was asked:

'to instruct the Plaintiff Association as to the scope of its purposes and powers under its Articles of Association',

the Court found the record before it to be

'inadequate to provide . . . the necessary information with which to describe the exact activities . . . permissible under the terms of the Articles of Association.' (p. 221)

For this reason, the Court remanded:

'the cause to the Superior Court with instructions to order proposals for future operations to be made to it by the Trustees of the Association; to consider such proposals and to issue such orders as the Court deems necessary to reconstitute the activities of the Association to conform to the limitations on its corporate activities as described in this opinion.' (p. 221)

Upon remand, the Superior Court conducted hearings and, on December 15, 1970, filed a decision entitled 'DECISION AND OPINION OF SUPERIOR COURT ON REMAND' by which the Superior Court approved a 'Plan for Future Operation of Good Will Home Association' (officially proposed by the Executive Committee of the Association).

The first aspect of the present consolidated appeal is the claim by the Attorney General that this new plan fails to conform to the 'spirit and intent' of the remand mandate of this Court and, therefore, the Superior Court committed error in approving it.

A second basic contention on appeal concerns alleged invalidity of an order (and its consequences) entered by the Superior Court on December 31, 1970 (sixteen days after the decision approving the new plan) by which the Attorney General was commanded to perform his duty, under 13 M.R.S.A. § 201, ² of certifying an amendment voted by the Board of Directors of plaintiff Association to enlarge its corporate purposes.

This latter order of the Superior Court had resulted from the following circumstances. Shortly after the entry of the 'DECISION AND OPINION OF SUPERIOR COURT ON REMAND', and as contemplated by express terms of the 'Plan for Future Operations' approved therein, the Board of Directors of the plaintiff Association by unanimous vote of those Directors present at a meeting, and acting pursuant to the provisions of 13 M.R.S.A. § 934, authorized an enlargement of the purposes of the Association as follows:

'To provide a home for the reception and support of needy boys and girls, to maintain and operate a school for them and for other boys and girls, and to attend to the physical, industrial, intellectual, moral and spiritual development of those who shall be placed in its care; its spirit to be evangelical without being sectarian.' (new matter is italicized)

When a certificate of this action was submitted to the Attorney General for his examination and certification pursuant to 13 M.R.S.A. § 934 insofar as that section incorporates 13 M.R.S.A. § 201, the Attorney General refused to act. His reason was:

'In my judgment the timing of the amendment is poor. I will take no action until we have finally disposed of the litigation.'

Confronted with this refusal by the Attorney General, the plaintiff Association moved in the Superior Court that the Superior Court order performance by the Attorney General of his statutory duty of certification. The motion was accompanied by supporting affidavits, as authorized by Rule 43(e) M.R.C.P. (when the motion is based on facts not appearing of record). The Attorney General failed to produce counter-affidavits, and no factual matters (in addition to those stated in the affidavits of the plaintiff Association) were otherwise brought to the attention of the Superior Court. The Attorney General, however, did move in opposition to the motion of the plaintiff Association and presented contentions of law to support his refusal to certify the amendment of purposes.

As of December 31, 1970, the Superior Court granted the motion of plaintiff Association. It ordered that:

'. . . Defendant . . . as Attorney General of the State of Maine, shall forthwith approve said Certificate under 13 M.R.S.A. § 201 as 'properly drawn and signed' and 'conformable to the Constitution and laws' and 'made in good faith and not for the purpose of avoiding payment of fees or taxes to the State' and shall forthwith deliver said Certificate as approved to Plaintiff, Good Will Home Assocation, or its lawful attorney, for filing in the office of the Secretary of State as is required by 13 M.R.S.A. § 201.'

On January 4, 1971 the defendant Attorney General filed notice of appeal from this order of the Superior Court. This appeal has been perfected and, as previously stated, is now consolidated by stipulation of the parties with the appeal taken from the order of the Superior Court approving the merits of a new plan of operations.

The Attorney General has never sought any stay of effectiveness of the order mandating his certification of the certificate of amendment of purposes. Rather, he complied with the order and forthwith provided his certification to the amendment of purposes. As a result, the certificate of amendment of the purposes, containing the certification of the Attorney General, was seasonably filed by the plaintiff Association with the Secretary of State in accordance with 13 M.R.S.A. §§ 934 and 201.

We evaluate, first, the legal issues precipitated by the purported enlargement of the purposes of the plaintiff Association and the certification of the certificate of amendment by the Attorney General in compliance with the order of the Superior Court.

The amendment of purposes to include as an additional purpose '. . . to maintain and operate a school for . . . (needy boys and girls) and for other boys and girls . . .' lay within the generalized lawful authority of the directors of plaintiff Association 13 M.R.S.A. §§ 934 and 201. Further, the Attorney General has never complained of any deviations from the statutory prescriptions as to the manner of the exercise of the power under the provisions of 13 M.R.S.A. §§ 934 and 201.

The contention of the Attorney General is that particular circumstances, extrinsic to the comprehensive statutory authority, are operative to impose special restrictions upon the otherwise generalized authority existing under 13 M.R.S.A. §§ 934 and 201. These circumstances are said to be the mandate of this Court in the remand to the Superior Court and which, it is claimed, had denied to the plaintiff Association, at least while the ultra vires issues were pending for final decision, power and authority to take action otherwise legally permissible to enlarge the purposes.

The claim of the Attorney General is erroneous and must be rejected.

The decision of this Court in Good Will Home Association v. Erwin, supra, was only, and no more than, that 'the operation of Good Will Home Association as presently conducted is ultra vires.' (p. 221) (emphasis supplied) The Court directed attention only to the then existing corporate purposes and adjudicated only that, measured by such purposes, the manner in which the Association was conducting its activities was ultra vires.

This Court neither adjudicated nor suggested that the purposes then existing must remain as the sole controlling purposes while the Superior Court, on remand, was considering a reconstitution of the Association's activities and while any appeal to this Court from a decision of the Superior Court might be pending. The language of this Court in the remand instruction that the Superior Court

'reconstitute the activities of the Association to conform to the limitations on its corporate activities as described in this opinion' (p. 221),

when considered in the total context in which it was offered, fairly imports no such 'freeze,' or 'straight-jacket...