Santa Clara Female Acad. v. Sullivan

Decision Date27 March 1886
Citation56 Am.Rep. 776,6 N.E. 183,116 Ill. 375
PartiesSANTA CLARA FEMALE ACADEMYv.SULLIVAN and others.
CourtIllinois Supreme Court

OPINION TEXT STARTS HERE

Appeal from Cook.

MAGRUDER, J., dissents.Hynes, English & Dunne and Richard Prendergast, for appellant.

McCagg & Culver, William Eliott Furness, and A. A. Exline, for appellees.

SHELDON, J.

The bill in this case seeks partition among the legal owners, the complainants alleging that they and one Frank Braley are such owners of what remains of the real estate of Judd Braley, at the time of his death a citizen of Chicago, who died testate in March, 1863, leaving him surviving his widow, Johanna Braley, and three children, Ellen C., Mary A., and Frank, his only next of kin and heirs at law. By his will he devised to his widow a life interest in the real estate, with remainder over to his children in equal parts at the death of the widow. His widow died on the twenty-ninth of April, 1883, and prior to the commencement of this suit. His daughter Ellen C. Braley intermarried with one Michael J. Sullivan, and died February 15, 1875, intestate, leaving her surviving two children, the complainants, Francis Joseph and Mary Eligius Sullivan, her heirs at law. The daughter Mary A. Braley died in Grant county, Wisconsin, on the nineteenth of September, 1874, single and without issue, leaving a will whereby she devised all her interest in this estate to the Santa Clara Female Academy, a corporation organized and existing under and by virtue of the laws of the state of Wisconsin solely for educational purposes. The bill treats this will of Mary A. Braley as insufficient to pass the title to the real estate sought to be partitioned, alleging that as to such real estate she died intestate. The decree found that, by virtue of the laws of Illinois, the Santa Clara Female Academy could not take any interest in real estate in this state under the will of Mary A. Braley, and that the complainants and Frank Braley were the sole owners of the real estate, and made partition of it between them. The Santa Clara Female Acadamy appeals from the decree.

The charter of the Santa Clara Female Academy gives to the corporation the power to acquire and hold real estate not to exceed the value of $500,000. The decree finds that at no time since the making of the will of Mary A. Braley has the Santa Clara Female Academy owned or possessed property, real and personal, to exceed the sum of $50,000, and that the interest of Mary A. Braley in the premises sought to be partitioned, at the time of her death or since, did not exceed in value $35,000.

The principal question presented for determination is whether a corporation created by the laws of Wisconsin for educational purposes, with power to acquire and hold real estate to the extent of $500,000 in value, is capable of taking by devise lands in Illinois, viz.: It is the well-settled doctrine that a corporation created in one state may, upon the principle of comity, exercise within another state the general powers conferred by its own charter, and permitted by the law of its own state, provided the doing so be not inconsistent with the laws or public policy of such other state. We need to do no more than make reference to some of the numerous authorities in support of this rule. Lumbard v. Aldrich, 8 N. H. 31; State v. Boston, C. & M. R. Co., 25 Vt. 433; White v. Howard, 38 Conn. 342; Thompson v. Waters, 25 Mich. 214; Thompson v. Swoope, 24 Pa. St. 474; Lathrop v. Commercial Bank of Scioto, 8 Dana, 114; Hollis v. Drew Theo. Sem., 95 N. Y. 166; Cowell v. Springs Co., 100 U. S. 55; Christian Union v. Yount, 101 U. S. 352; Stevens v. Pratt, 101 Ill. 224.

The public policy of the state is made manifest by its legislation. In order, then, to the solution of the question in hand, we have but to look to the laws of this state, and see whether they be adverse to a corporation for the purpose of education taking and holding land in this state by devise; and if they are found not to be so, then the title of the appellant under the will must be sustained.

By section 4 of ‘An act to incorporate academies and seminaries of learning,’ in force March 6, 1843, (Laws 1842-43, p. 6,) the corporate bodies formed under the act are given power to take or receive any estate, real or personal, by the gift, grant, and will of any persons whatsoever, and to sell, convey, demise, place at interest, or otherwise dispose of the same for the benefit of the academy or seminary whose interest they represent. This act of 1843 was re-enacted in the Revision of 1845, (division 2, c. 25 on Corporations; Rev. St. 1845, p. 117.) By section 4 of ‘An act for the incorporation of institutions of learning,’ approved January 26, 1849, (Laws 1849, p. 86,) the corporations formed thereunder are given the like power as by the said section 4 of the act of 1843. By an act entitled ‘An act to amend chapter 25 of the Revised Statutes, entitled ‘Corporations',’ approved February 13, 1851, (Laws 1851, p. 85,) five sections of the act of 1843, re-enacted in said chapter, containing certain conditions in order to become incorporated, one being that as to 160 acres of land, are repealed, and the provision in said section 4 of the act of 1843, as to taking and holding real estate, is made to apply to all the corporations formed under such amendatory act. These statutory provisions continued in force down to July 1, 1874, when the following, being section 1, c. 144, Rev. St. 1874, p. 1090, went in force; the act being entitled ‘AN ACT TO REVISE THE LAWS IN RELATION TO unIversities, colleges, academies, and other institutions of learning:’

Section 1. That any corporation which has been or may be incorporated under any general law of this state for the purpose of establishing or conducting a university, college, academy, or other institutions of learning, in addition to the powers granted by such law, shall have power to take by purchase, gift, grant, devise, or bequest, and to hold for the use of such corporation, any real or personal property whatever, and to sell, convey, mortgage, or otherwise use the same as may be considered most conducive to the interests of such institution. But such corporation shall have no power to divest any gift, grant, devise, or bequest from the specific purpose designated by the donor.’

This was the law of Illinois on September 19, 1874, when Mary A. Braley's will took effect by her death. These laws which have been referred to are not special and private, but general public laws of the state.

In addition, appellant's counsel append to their brief a schedule containing a list of some 80 corporations for educational and similar purposes, created by private or special laws of this state, with the statement, of which there is no contradiction, that a reading of these special charters will show that in the large majority of cases the capacity was given to the corporations to take and hold lands unlimited as to quantity or value.

It is thus seen that the general laws of Illinois, before and at the time this will took effect, were not only not prohibitory of corporations for educational purposes holding land in this state, but that they expressly empowered such corporations to take and hold real estate by grant and devise, and without limit in quantity and value.

There is in the law of this state no discrimination against foreign corporations, but they are given a hospitable reception, and placed upon an equal footing with our own domestic corporations. Section 26 of chapter 32, (on ‘Corporations,’) Rev. St. 1874, p. 290, being a revision of the act of April 18, 1872, provides: ‘Foreign corporations, and the officers and agents thereof, doing business in this state, shall be subject to all the liabilities, restrictions, and duties that are or may be imposed upon corporations of like character organized under the general laws of this state, and shall have no other or greater powers, and no foreign or domestic corporation established or maintained in any way for the pecuniary profit of its stockholders or members shall purchase or hold real estate in this state, except as provided in this act;’ the provision of the act in that regard being that corporations for pecuniary profit may own so much real estate as shall be necessary for the transaction of their business, and that corporations not for pecuniary profit shall be capable of taking, purchasing, holding, and disposing of real and personal estate for purposes of their organization. By declaring that foreign corporations shall have no other or greater powers, there is a direct implication that they shall have equal powers, with domestic corporations of like character. In Stevens v. Pratt, 101 Ill. 217, this court said: ‘The manifest and only purpose [of this section 26] was to produce uniformity in the powers, liabilities, duties, and restrictions of foreign and domestic corporations of like character, and bring them all under the influence of the same law.’

As this section reads, ‘Foreign corporations doing business in this state,’ it is said this corporation is not embraced therein, as it is not doing business in this state. Receiving lands in this state by devise, and the assertion in this state of ownership over them, we regard a sufficient doing of business in this state to bring appellant within the purview of this language of the section. But express permission for the corporation to exercise its power here is not required. There is implied permission unless the contrary is shown. Thus in Cowell v. Springs Co., supra, after so stating the rule in effect, it was said: ‘If the policy of the state or territory does not permit the business of the foreign corporation in its limits, or allow the corporation to acquire or hold real property, it must be expressed in some affirmative way,’ etc.

Some point is made upon this section that, as it makes foreign corporations subject to all the restrictions of domestic...

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