Codman v. Brigham

• Decision Date: 07 January 1905
• Citation: 187 Mass. 309,72 N.E. 1008
• Parties: CODMAN et al. v. BRIGHAM et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

187 Mass. 309

72 N.E. 1008

CODMAN et al. v. BRIGHAM et al.

Supreme Judicial Court of Massachusetts, Suffolk.

January 7, 1905

COUNSEL

J. L. Thorndike, for plaintiffs.

L. S Dabney, for defendant Peter Bent Brigham Hospital.

Chas A. Snow, for heirs at law.

OPINION

KNOWLTON C.J.

This is a bill brought by the trustees appointed under the will of Peter B. Brigham for instructions in regard to the disposition of certain income in their hands, received under the fourteenth clause of the will. This clause is as follows:

'All the rest and residue of my property and estate of every kind and description, real, personal and mixed, of which I shall die seized or possessed, or to which I shall be entitled at the time of my decease, I direct my executors to take and hold, manage and invest, for the term of twenty-five years from the time of my decease, and to take the rents, interest, income and profits thereof, and from the net income thereof to appropriate and pay as follows, that is to say: [Then follow seven provisions for the payment of annuities to relatives and friends of the testator, with directions, on the death of the annuitants, to pay specific sums to their children, if they die leaving children.] My said executors shall add the balance of said net income, that shall remain after making the payments aforesaid, to the principal of my said estate, so that the same may be accumulating for the term of twenty-five years aforesaid, and at the expiration of said term of said twenty-five years from my decease, my said executors shall set aside a sum or sums of money, and may deposit the same in some safe trust company, preference being given, other things being equal, to the Massachusetts Hospital Life Insurance Company of said Boston, which shall be sufficient to provide for the payment of such of the foregoing legacies and bequests, if any, as shall then be unfulfilled, or may provide for the payment of such unpaid legacies and bequests by the purchase of annuities for the unpaid legatees, or otherwise, as my said executors shall deem expedient, and after the payment, or provision for the payment as aforesaid, of all the foregoing bequests and legacies, the unexpended balance, if any, shall be paid to and for the use of the hospital hereinafter provided for.'

'Eighth. At the expiration of said term of twenty-five years from the time of my decease, my said executors shall dispose of said rest and residue of my property and estate and of all the interest and accumulations which shall have accrued thereon, for the purpose of founding a hospital in said Boston, to be called the Brigham Hospital, for the care of sick persons in indigent circumstances residing in the said county of Suffolk, in the following manner, that is to say. They shall procure the formation of a corporation to be called the Brigham Hospital, with suitable provisions as to officers, their powers and duties for control, direction, conduct and administration of the corporation, and the care and management of the funds in its charge, and upon the legal formation and organization of said corporation, my executors shall transfer to it all the property and estate provided for it as aforesaid, to be by it used and employed for the purposes above declared. And I give, devise and bequeath said rest and residue of my property and estate accordingly.'

The testator died on May 24, 1877, leaving real estate valued at $690,000, and personal estate which amounted to about $325,000, after payment of debts and the legacies other than those payable under the fourteenth clause. The executors qualified, and managed the property until the death of the last survivor of them, when these plaintiffs were appointed trustees by the probate court, and, thus succeeding to the rights of their predecessors, they have since continued the execution of their trust. The corporation was formed under the general laws in May, 1902, and, because such a corporation could not hold property in excess of $1,500,000, St. 1902, p. 330, c. 418, was passed on May 22d of that year, which authorized the corporation to hold real and personal estate to an amount not exceeding $5,000,000. On May 24, 1902, $4,311,935.65 was paid to the corporation by the trustees. The whole property in the hands of the corporation, with that held by the trustees to meet the remaining payments called for under the seven provisions of the fourteenth clause, amounts now to more than $5,000,000.

It is earnestly contended by the heirs at law of the testator that the gift for the purpose of founding a hospital is void under the rule against perpetuities. It therefore becomes necessary to ascertain the meaning and construction of the will. This clause begins with instructions to the executors in regard to the possession, management, and disposition of the residue of the estate, and, after proceeding at length with these directions, it ends with the words, 'And I give, devise and bequeath said rest and residue of my property and estate accordingly.' These directions involve a final disposition of the whole of the residue, and the closing words expressly devise and bequeath it. The whole language, considered together, transfers the title of all the property to the executors, charged with a trust in regard to the management and disposition of it. This involves the performance of duties beyond those which belong to executors, and they necessarily take as trustees, although the word 'trustee' is not used. Carson v. Carson, 6 Allen, 397; Bean v. Commonwealth, 186 Mass. 348, 71 N.E. 784; Fay v. Taft, 12 Cush. 448; Sears v. Russell, 8 Gray, 86-89; Mullanny v. Nangle (Ill.) 72 N.E. 385. The trust is for charitable uses, and the instrument creates, from the death of the testator, a public charity. The beneficiaries who are entitled to the equitable interest are sick persons in indigent circumstances, residing in the county of Suffolk, for whose care a hospital is to be established. Burbank v. Burbank, 152 Mass. 254, 25 N.E. 427, 9 L. R. A. 748. This charitable trust comes into existence immediately on the probate of the will, and it comprises all the rest and residue of the estate, except so much as is needed to make the payments called for in the seven provisions above referred to. Not only the legal, but the equitable, estate vests immediately--the legal estate in the trustees, and the equitable in that...