Amory Eliot v. James Freeman No 448 Maine Baptist Missionary Convention v. Charles Cotting No 496

• Decision Date: 13 March 1911
• Docket Number: Nos. 448 and 496,s. 448 and 496
• Citation: 55 L.Ed. 424,220 U.S. 178,31 S.Ct. 360
• Parties: AMORY ELIOT, Appt., v. JAMES G. FREEMAN, Robert A. Boit, Nathanael Thayer, and Robert H. Gardner. NO 448. MAINE BAPTIST MISSIONARY CONVENTION, Appt., v. CHARLES E. COTTING and Charles F. Adams, 2d, Trustees, etc. NO 496
• Court: U.S. Supreme Court

220 U.S. 178

31 S.Ct. 360

55 L.Ed. 424

AMORY ELIOT, Appt.,

v JAMES G. FREEMAN, Robert A. Boit, Nathanael Thayer, and Robert H. Gardner.

NO 448.

MAINE BAPTIST MISSIONARY CONVENTION, Appt.,

v. CHARLES E. COTTING and Charles F. Adams, 2d,

Trustees, etc.

NO 496.

Nos. 448 and 496.

Argued January 19, 1911.

Decided March 13, 1911.

Messrs. Moorfield Storey, John W. Yerkes, Richard Hale, and Frank W. Grinnell for appellant in No. 448.

[Argument of Counsel from pages 178-181 intentionally omitted] Messrs. Burton E. Eames, Barry Mohun, A. R. Serven, Charles H. Tayler, Owen D. Young, and Clement F. Robinson for appellant in No. 496.

Solicitor General Lehmann and Mr. Henry E. Colton for the United states.

[Argument of Counsel from page 182 intentionally omitted] Mr. Justice Day delivered the opinion of the court:

These cases present facts differing from those involved in the consideration of the corporation tax cases, just decided. Flint v. Stone Tracy Co. [220 U. S. 107, 55 L. ed. ——, 31 Sup. Ct. Rep. 342.]

In No. 448, the question is raised as to the right to lay a tax under this statute upon a certain trust formed for the purpose of purchasing, improving, holding, and selling lands and buildings in Boston, known as the Cushing Real Estate Trust. By the terms of the trust, the property was conveyed to certain trustees, who executed a trust agreement whereby the management of the property was vested in the trustees, who had absolute control and authority over the same, with right to sell for cash or credit, at public or private sale, and with full power to manage the property as they deemed best for the interest of the shareholders. The shareholders are to be paid dividends from time to time from the net income or net proceeds of the property, and twenty years after the termination of lives in being, the property to be sold, and the proceeds of the sale to be divided among the parties interested. The trustees were to issue 4,800 shares to the owners of the property, at $100 each, the owners to receive a number of shares equal to the value of the interest conveyed to the trustees. The shares were transferable on the books of the trustees, and on surrender of the certificate, and the transfer thereof in writing, a new certificate is to issue to the transferee. No sharefholder had any legal title or interest in the property, and no right to call for the partition thereof during the continuance of the trust. The legal representatives of a shareholder are to succeed to the interest of a shareholder, the interest passing by operation of law. Provision is made for the termination of the trust by an instrument or instruments in writing, signed by not less than three fourths of the value of stock held by shareholders. Meetings of the shareholders are held at their discretion, or whenever requested in writing by five shareholders, or by shareholders owning not less than one tenth of the shares in value.

The trust has a building, leasing it to a single tenant. It also maintains and operates an office building with elevator service, janitor service, etc.

Case No. 496 involves what in known as a Department Store Trust. It was created by deed, and formed for the purpose of purchasing and holding certain parcels of land in the city of Boston, and erecting a building thereon suitable for a department store. The land and buildings are leased to one tenant for a period of thirty years. The trust had transferable certificates issued to shareholders at the par value of $100 each. The trustees conduct the affairs of the trust, manage the property, and pay dividends when declared. The shareholders meet annually, and a majority of them have the power to elect and depose trustees, and to alter and amend the terms of the trust agreement. This trust also continues for certain lives in...