Book Depository of Baltimore Annual Conference of Methodist Episcopal Church v Trustees of Church Rooms Fund of Methodist Episcopal Church

• Decision Date: 09 January 1912
• Citation: 117 Md. 86,83 A. 50
• Parties: BOOK DEPOSITORY OF BALTIMORE ANNUAL CONFERENCE OF METHODIST EPISCOPAL CHURCH et al. v. TRUSTEES OF CHURCH ROOMS FUND OF METHODIST EPISCOPAL CHURCH et al.
• Court: Maryland Court of Appeals

83 A. 50

117 Md. 86

BOOK DEPOSITORY OF BALTIMORE ANNUAL CONFERENCEOF METHODIST EPISCOPAL CHURCH et al.

v. TRUSTEES OF CHURCH ROOMS FUNDOF METHODIST EPISCOPAL CHURCH et al.

Court of Appeals of Maryland.

Jan. 9, 1912.

Appeal from Circuit Court of Baltimore

City.

Bill by the Trustees of the Church Rooms Fund of the Methodist Episcopal Church and others against the Book Depository of the Baltimore Annual Conference of the Methodist Episcopal Church and another. From a decree for plaintiffs, defendants appeal. Affirmed.

Argued before BOYD, C. J., and PEARCE, URNER, and STOCKBRIDGE, JJ.

Frank Gosnell and George Weems Williams, for appellants.

John Philip Hill and Bernard Carter, for appellees.

STOCKBRIDGE, J. In the year 1871, the Book Depository of the Baltimore Annual Conference of the Methodist Episcopal Church in Baltimore city was duly incorporated under the General Laws of the state of Maryland. One of the purposes of the corporation, as set forth in its charter, was: "The accommodation of the ministry and membership of said church with suitable buildings for religious, social and other meetings." The corporation thus formed secured a location at 112 W. Fayette street, which it occupied until the fall of 1874, when, having purchased the property then known as Nos. 166 and 168 W. Baltimore street, it removed to that location. At a meeting held on November 2, 1874, of either the stockholders or the board of directors, the following resolution was presented and adopted: "Resolved, that the committee be instructed to make arrangements for a reception at our new rooms of the bishops of our church some time during their session in this city next month; and that they also make arrangements for raising at the same time a fund that will justify the society in setting apart the new hall for general church purposes free of rent."

As a part of the exercises referred to in the foregoing resolution, a dinner was given at the Carrollton Hotel, at which a proposition was brought forward to raise a fund of $10,000, if possible, which should constitute a Church Rooms Fund, the income of which was to be paid over to the Depository as compensation for the fitting up and maintaining a commodious room for meetings of the Baltimore Preachers, the Missionary Society, the City Missionary and Church Extension Society, the Preachers' Aid Society, the Emory Grove Camp Meeting Association, the Women's Foreign Missionary Society, and others. At this dinner, subscriptions were taken from individuals present for various amounts, but which amounts, in the aggregate, fell far short of the $10,000 desired. Apparently the next step which was taken in the matter was on February 3, 1875, at a meeting of the board of directors of the Depository, when the following action was had: "On motion of L. H. Cole, resolved, that the agent of the Depository receive the money paid in on the Church Rooms Fund, to keep a separate account of the same, and use it in the transaction of his business until further instructions from the board." A week later, at a meeting held on February 10th, the fund so raised and to be raised were authorized to be invested. This fund was apparently paid, partly in cash, and partly in donations of the capital stock of the Methodist Book Depository, and finally reached the sum of $3,050.

The principal witness called by the plaintiff was Dr. David H. Carroll, for many years the agent of the Book Depository, and the designated recipient of subscriptions intended for the Church Rooms Fund, under the resolution of February 3, 1875. Dr. Carroll's evidence, given entirely from memory, and after a lapse of over 30 years, is necessarily rather vague; and but for the books of the Depository, which have been preserved, containing entries, unfortunately meager and at times vague, it would be a matter of extreme difficulty to reach any conclusion in the case.

It does appear from the entries that there was apparently some shifting back and forth, as between the sinking fund of the Depository and the Church Rooms Fund, stock of the appellant corporation, which finally culminated in February, 1881, when there was issued, as appears from the stub of the stock book, a certificate No. 145, of the capital stock of the appellant, for 61 shares to "Treas. Church Rooms Fund," and receipted for on the 25th February, 1881, by "D. H. Carroll, Treas.;" and on the same day certificate No. 147, for 61 shares, also "issued to Treasurer Church Rooms Fund," and receipted for on the same date, February 25, 1881, by "D. H. Carroll, Treas."

The Methodist Book Depository continued in business down until the fire of 1904, and during all that time continued to provide the associations, before enumerated, with accommodations for their meetings; and, as dividends were declared upon the stock, they appear to have been covered into the current receipts of the Book Depository. After the fire, the Depository, which had also throughout its existence been conducting a commercial business, discontinued business, sold its lot, and of its own accord, and without any intervention by a court, began a liquidation of its business and a distribution among the shareholders. As appears by the amended bill and answer, it was proposed in this liquidation to distribute all the sums realized among the stockholders, other than, and without taking into account, the 122 shares issued as hereinbefore stated. To prevent this distribution, and to preserve this fund, together with its proportionate increase from the enhanced value of the assets, for the original purposes of the donors, this bill was filed.

The plaintiffs are David H. Carroll, Summerfield Baldwin, and Benjamin F. Bennett, three of the subscribers to the original Church Rooms Fund, and the fourth, is a corporation by the name of "the Trustees of the Church Rooms Fund of the Methodist Episcopal Church of Baltimore City," incorporated under the provisions of the General Laws of Maryland, on the 5th day of February, 1909. It clearly appears from the evidence that the subscriptions, contributions, or donations made to the Church Rooms Fund were absolute gifts in furtherance of the objects for which the fund was inaugurated; and it therefore follows that none of the individual plaintiffs can have any claim whatever, as individuals, to share in or participate in the liquidation of the Book Depository on account of those 122 shares. The corporate plaintiff, which did not come into existence until long after all of the events connected with the origin and administration of this Church Rooms Fund, could only have an interest by a somewhat circuitous application of the doctrine of cy pres. But the objections to this are, first, that we have not here the technical charitable trust, as defined by Mr. Justice Gray in Jackson v. Phillips, 14 Allen (Mass.) 550; and, second, that the statute of 43 Elizabeth is not, and never has been, in force in the state of Maryland. Dashiell v. Attorney General, 5 Har. & J. 392, 9 Am. Dec. 572; Halsey v. Convention, 75 Md. 275, 23 Atl. 781.

The important question in this case is whether or not the fund known as the "Church Rooms Fund," and so described in the minutes, and which was contributed either in cash or by the donation of the capital stock of the Book...