Calvary Baptist Church v. Dart

• Decision Date: 15 March 1904
• Citation: 47 S.E. 66,68 S.C. 221
• Parties: CALVARY BAPTIST CHURCH et al. v. DART.
• Court: South Carolina Supreme Court

47 S.E. 66

68 S.C. 221

CALVARY BAPTIST CHURCH et al. v. DART.

Supreme Court of South Carolina

March 15, 1904

Appeal from Common Pleas Circuit Court of Charleston County; Watts Judge.

Action by the Calvary Baptist Church and its trustees against J. L Dart. Complaint dismissed, and plaintiffs appeal. Affirmed.

All issues were referred to Master Sass, who filed the following report, omitting the statement of facts in part:

"So far, there is no dispute as to the facts. But with the sale to Dart the contention begins. The plaintiffs claim that the contract between Dart and the church was that Dart should go to the sale and buy the property for their benefit and practically as their agent, and, having done so, he should reconvey the said property to the church, receiving in consideration therefor a bond for the amount paid by him bearing interest at seven per cent., and secured by a mortgage of the property. They claim that the apparent want of mutuality in this transaction is obviated by the fact that thereby Dart obtained a good seven per cent. investment, and also increased his reputation in the Baptist denomination, to which both he and the plaintiffs belong. On the other hand Dart alleges that while it is true that he did undertake to purchase this property, with the primary object of assisting the church in their trouble, and while he did make the purchase with that intent, he did not intend to, nor did he, bind himself to reconvey in the manner and upon the terms alleged by the plaintiffs, but intended to settle and arrange all such details after the sale had been completed, having, however, clearly intimated to the committee of the church with whom he dealt that his purpose was to retain in his own possession that portion of the land on which the parsonage and shop stood, and to convey to the church the lot which held the church building; the valuations of the two lots to be settled after the sale in accordance with the price paid for the whole property.

Upon the issue thus joined a great deal of contradictory testimony has been taken. It is claimed by the plaintiffs that, under the constitution and by-laws of Calvary Baptist Church, the trustees have no right to make any contracts affecting the real property of the church. If this is true, it proves too much, for in that case the very contract upon which the plaintiffs' case is based falls to the ground, and the whole substratum of the present suit is destroyed. The allegation of the complaint is that the board of trustees are charged with the duty of holding the property of the said church and administering its financial affairs; and in the fifth paragraph of the complaint is set forth the agreement, according to the plaintiffs' view of it, between Dart and the Calvary Baptist Church, which agreement, as testified to by the plaintiffs' witnesses, was entered into between Dart and certain persons claiming to represent the church, one of whom, at least (Washington), was not a trustee at the time. Of the rest, one was the pastor of the church, and the others were trustees. If the trustees 'had no power to dispose of the church's property directly or indirectly,' and could not contract with regard to it, clearly this agreement, so far as the church was concerned, was entirely illegal. No formal action of the church has been shown, authorizing or confirming the alleged agreement.

A study of the testimony satisfies me that while Dart did undertake to buy in the property for the benefit of the church, so that the congregation should not eventually be deprived of their church building, he did not make the definite agreement contended for by the plaintiffs. Such an agreement, involving, as it does, a marked absence of mutuality, would have to be proved very fully and distinctly, and I do not think the plaintiffs have succeeded in doing this. On the other hand, the form of agreement contended for by Dart is supported, in my judgment, by the preponderance of the testimony, and is confirmed by the circumstances of the case, as well as by the strong evidence of the written contract or agreement signed by Dart, Smith, Prioleau, Albert Washington, and Reeder--the last five calling themselves 'trustees of the Calvary Baptist Church'--dated 3d September, 1901. By this paper, Dart agreed to sell and convey to the said trustees the church building, and so much of the lot of land upon which it stands as would measure seventy-eight feet on north and south lines, and fifty-five feet on east and west lines, for the consideration of $1,200, with interest at seven per cent. per annum, payable semiannually from date. Dart testifies that this was substantially the agreement made verbally between himself and the trustees prior to the sale, and that it was subsequently put in writing at the request of the trustees, and I think the weight of the testimony confirms this. Dart's conduct immediately after the sale is entirely consistent with this view of the case. On July 1, 1901, he wrote a letter (which is in evidence) to the pastor, officers, and members of the Calvary Baptist Church, in which he says: 'The Calvary Baptist Church having been purchased by me at public sale on the 25th of June last, I desire to state to them that for the present, and until I shall be able to make more permanent arrangements with them, I shall require and expect them to pay a monthly rental of $7 to me, which shall be due on the 1st day of the month.' It is testified, though the evidence is conflicting, that this letter was read to the congregation and acceded to at a mass meeting of the church. Whether this was so or not, it is certain that at least one payment of $42 was made to Dart under this notice. Meanwhile he himself went into possession of the other lot, and received the rents thereof. A rental of $7 a month represents seven per cent. on a valuation of $1,200, the amount specified in the written paper or agreement above referred to. It seems to me that these facts all cohere sufficiently to furnish a reasonable and intelligent story of this whole transaction. The plaintiffs' case has not been proved to my satisfaction, nor am I able to discern any sufficient proof of the fraud charged against the defendant. There is some conflict of testimony all through, but, looking carefully at all the evidence of all the witnesses, and at all the circumstances of the case, I am convinced that the plaintiffs' contention in this case cannot be sustained. I do not believe that the agreement set up in the complaint was ever made.

The only other point in the case is as to the power of the trustees who signed the contract with Dart in confirmation of the verbal agreement made before the sale to bind the church to carry out the same. It is attempted to defeat this by the claim that the trustees had no power to sell the property. But this objection misses the point. They did not sell the property. It was sold by the court against their will. They were authorized to find some one to help them in this emergency, and to make the best terms with such a one as they could. Accordingly they made such terms with Dart, and I am bound to say that I do not think the bargain that he drove was an unconscionable one. There is testimony going to show that this arrangement was reported to the church, and I do not think that this positive testimony has been rebutted by the negative evidence offered by the plaintiffs. In my opinion, the action of the trustees was for the best interests of the congregation, and was, at any rate, at first accepted by them. I therefore recommend that the complaint be dismissed, with costs."

The Circuit decree is as follows:

"This case was heard by me at the March term of court, at Charleston, S. C., upon the pleadings, testimony taken before Master Sass, his report, and exceptions thereto. In view of the very able and earnest arguments of the counsel engaged in the case, I have given unusual and careful consideration to the case before announcing my judgment. I am of the opinion that the master is right in every conclusion reached by him, and I cannot improve on his report. It is therefore ordered, decreed, and adjudged that the exceptions to the report be overruled, and that the report be approved, confirmed, and made the judgment of this court, and that the complaint be dismissed, with costs."

The plaintiffs appeal from the decree on the following grounds:

"First. Power of Trustees. (1) In not holding that the trustees of the Calvary Baptist Church generally had only power to hold its property and not to dispose of it, unless authorized by a mass meeting of the entire congregation, both males and females.

(2) In not holding that the only authority that the trustees had in this case, as given by the congregation of the Calvary Baptist Church, was to get some one to buy in the church's property, viz., the church lot and parsonage lot, with the shop thereon, for the benefit of the church--the church to repay the amount so expended in a reasonable time--and that they had no power otherwise to sell or otherwise dispose of the church property.

(3) In attributing to the plaintiffs the position that the trustees of the Calvary Baptist Church 'have no right to make any contracts affecting the real property of the church.' The contention of the plaintiffs in this regard being that while the trustees, as authorized by the congregation, had authority to get some one to buy in the church property for the church, and consequently, as effecting this object, to give a bond and mortgage to repay the amount so used, yet they had no power to sell or dispose of the property, or any part of it absolutely.

(4) In holding that the alleged division of the property, and the absolute sale of the parsonage and shop and lot, as enlarged

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