Craven v. Wilmington Teachers Association

• Decision Date: 28 May 1946
• Citation: 47 A.2d 580,29 Del.Ch. 180
• Court: Court of Chancery of Delaware
• Parties: JOSEPH DONALD CRAVEN and MARY B. WENTZ, Executors of the Last Will and Testament of Grace L. Wentz, deceased, v. WILMINGTON TEACHERS ASSOCIATION, an unincorporated association of persons, transacting business in the State of Delaware, using a common name, and not being an ordinary partnership, and ELIZABETH C. BACON, President, Wilmington Teachers Association

47 A.2d 580

29 Del.Ch. 180

JOSEPH DONALD CRAVEN and MARY B. WENTZ, Executors of the Last Will and Testament of Grace L. Wentz, deceased, v. WILMINGTON TEACHERS ASSOCIATION, an unincorporated association of persons, transacting business in the State of Delaware, using a common name, and not being an ordinary partnership, and ELIZABETH C. BACON, President, Wilmington Teachers Association

Court of Chancery of Delaware, New Castle

May 28, 1946

Joseph Donald Craven, for complainants.

Henry W. Bryan, of the office of Hering, Morris, James & Hitchens for defendants.

OPINION

SEITZ, Vice-Chancellor.

This is a bill to determine whether certain property was willed absolutely or in trust.

Grace L. Wentz died testate on December 2, 1944, naming Joseph Donald Craven and Mary B. Wentz as executors. Thereafter those executors filed a bill asking for a construction of certain portions of the will and joining as defendants the Wilmington Teachers Association, an unincorporated association, and its president, Elizabeth C. Bacon.

The request for instructions centers around Items Twentieth and Twenty-Third of the will which provide as follows:

"TWENTIETH I give and bequeath the property at 219 West Sixteenth Street, Wilmington, to Mary B. Wentz for and during the term of her natural life. At her death, I order and direct that the said property be sold and the proceeds thereof divided equally between the Board of Trustees of Hanover Church and the Wilmington Teachers Association or its successors.

"It is my desire that the aforesaid bequests to the Wilmington Teachers Association be held in trust by the said Association for the benefit of such indigent retired teachers who may require assistance. However, it is my wish that no retired teacher benefit from such fund in an amount in excess of Five Hundred Dollars ($ 500.00).

"TWENTY-THIRD: I give and bequeath all the contents of my Montrose property, with the exception of the paintings above mentioned, to Mrs. Edward P. Little.

"All the rest, residue and remainder of my estate of whatsoever nature and wheresoever situated, I authorize and direct my Executors to sell as soon after my death as may be convenient, and divide the proceeds thereof between the Board of Trustees of Hanover Church and the governing body of the Wilmington Teachers Association or its successors, for the purpose heretofore mentioned."

The bill reveals that the complainant, Mary B. Wentz, who is the same person as is named in Item Twentieth of the will, has possession of the property mentioned therein. The bill further shows that complainants have $ 960.03, representing one-half of the residuary estate, which the defendant Wilmington Teachers Association has refused to accept although it is designated to receive one-half of the residuary estate by the residuary clause of the will (Item Twenty-Third). No reason for the defendant Association's refusal is given in its answer which admits all the allegations of the bill and joins in the prayers thereof. It is apparent, however, that the refusal is based on the desire of the defendants to be judicially instructed as to whether the Association will receive such money outright, or in trust, and if in trust, the terms thereof.

Because Item Twenty-Third clearly refers to Item Twentieth by the use of the words "for the purpose heretofore mentioned," it seems to me that I must also decide now whether, upon the death of the complainant Mary B. Wentz, the defendant Association will receive the proceeds from the sale of the property mentioned in Item Twentieth outright or in trust.

The parties have been advised that, as the proceeding now stands, I shall not decide the right of any one, whether a party hereto or otherwise, with respect to the subject matter of Item Nineteenth of the will dealing with certain furniture.

The parties have also assumed, and properly so, that under Item Twentieth Mary B. Wentz has only a life interest in the property at 219 W. 16th St. It is the legal status of one-half of the proceeds of the sale of the property upon her death that causes us concern here.

I must now decide: (1) whether the share of the proceeds of the sale of the 219 W. 16th property taken by the Wilmington Teachers Association or its successors is to be received by such body without limitation, or in trust, and (2) whether the share of the residuary estate taken by the Association pursuant to Item Twenty-Third is to be received without limitation, or in trust.

Complainants contend that the property mentioned in Items Twentieth and Twenty-Third "constitute outright gifts," while defendants urge that it may have been given in trust in which event Wilmington Teachers Association -- being an unincorporated association -- would be unable to accept the property as trustee. More important as I see it, is the fact that as donee of a gift the Association could deal with the property as it saw fit, while as trustee it could not.

Does Wilmington Teachers Association take a remainder without limitation under Item Twentieth as to one-half of the proceeds of the sale of 219 W. 16th St., or does it take such money in trust? Because Item Twenty-Third by virtue of the language used therein must, in my opinion, be controlled by the language of Item Twentieth, it is apparent that the conclusion as to the proper construction of Item Twentieth will control in determining the effect of Item Twenty-Third.

Item Twentieth provides that at the death of the life tenant, Mary B. Wentz,

"I order and direct that the said property be sold and the proceedsthereof divided equally between the Board of Trustees of Hanover Church and the Wilmington Teachers Association or its successors."

Standing alone, this language constitutes an absolute gift of the remainder interest because there is no limitation on the direction to divide the proceeds between the Church and the Association. See Grant, et al., v. Mullin, et al., 15 Del. Ch. 174, 138 A. 613.

In the next paragraph of the same item, we find the language which rendered the filing of this bill necessary. It reads:

"It is my desire that the aforesaid bequests to the Wilmington Teachers Association be held in trust by the said Association for the benefit of such indigent retired teachers who may require assistance. However, it is my wish that no retired teacher benefit from such fund in an amount in excess of Five Hundred Dollars ($ 500.00)."

Let us examine the quoted language, having in mind the prior provisions which to all intents and purposes gave the remainder interest absolutely. The testatrix says it is her "desire" that the "aforesaid bequests" be held in trust for indigent retired teachers. She adds that it is her "wish" that no retired teacher receive more than $ 500 from the fund.

The use of precatory words like "desire...