Martin v. St. Aloysius Church

• Citation: 95 A. 768
• Decision Date: 19 November 1915
• Docket Number: No. 4825.,4825.
• Parties: MARTIN v. ST. ALOYSIUS CHURCH.
• Court: United States State Supreme Court of Rhode Island

95 A. 768

MARTIN

v. ST. ALOYSIUS CHURCH.

No. 4825.

Supreme Court of Rhode Island.

Nov. 19, 1915.

Exceptions from Superior Court, Providence and Bristol Counties; Chester W. Barrows, Judge.

Action of assumpsit by Philanise Martin against the St. Aloysius Church. Defendant excepts to a directed verdict for plaintiff. Exceptions overruled, and case remitted to the superior court, with direction to enter judgment for plaintiff upon the verdict.

Greene & Rousseau, of Woonsocket, for plaintiff. John J. Heffernan and James H. Rickard, Jr., both of Woonsocket, and John H. Flanagan, of Providence, for defendant.

JOHNSON, C. J. This is an action of assumpsit. The declaration contains counts upon promissory notes, for money had and received, and for accounts stated. The defendant is a church corporation of the Roman Catholic faith established in the city of Woonsocket in 1902 by incorporation under the law of 1809, amended by the law of 1871, for the incorporation of Roman Catholic churches. Under this law the bishop, the vicar general, and the pastor of the congregation, together with two laymen, selected each year by them from the lay members of the congregation, constitute the membership of the corporation.

Shortly after the incorporation of the defendant in 1902 the members met, organized, and adopted by-laws. The by-laws provided that the bishop should be ex officio chairman of the corporation and that the members should annually elect a treasurer and secretary to continue in office until their successors should be elected. The records of this meeting do not show the election of a secretary and treasurer, but they refer therein to the pastor, Rev. Mederic Roberge, as treasurer. Such records as were produced of meetings held after 1902 either refer to Rev. Mederic Roberge as treasurer or set forth his election as treasurer. At any rate, from the foundation of the parish to early in the year 1914 Rev. Mederic Roberge acted as treasurer of the corporation with the knowledge of all the members of the corporation.

The plaintiff, Philanise Martin, whose residence is New Bedford, Mass., was by occupation a weaver in the Social Mills at Woonsocket, and prior to her removal to New Bedford five years ago had lived in Woonsocket for many years. Her earnings as a weaver amounted to about $10 per week, and in 1902, having on hand the sum of $450, she brought the same to Mederic Roberge, who at that time and continuously during the period covered by the transactions shown in evidence was the pastor of the parish and treasurer of the defendant corporation, for which she received from said Mederic Roberge, treasurer, a note purporting to be the note of the defendant corporation, and signed, "St. Aloysius Church, Woonsocket, Mederic Roberge, Treasurer." Mederic Roberge, when asked as to the nature of his business dealings with the plaintiff, said:

"She used to bring me her savings. Q. And how much was her first loan? A. Her first loan was $450. Q. What evidence did you give her of the church's indebtedness to her? A. I gave her a note; the same as the note I gave to the bank, as treasurer. Q. You mean, signed the same as the note you gave to the bank as treasurer? A. The same. 'St. Aloysius Church, Woonsocket, Mederic Roberge, Treasurer.'"

He testified that this was about June, 1902; that following that first loan and note she made further loans to the church very frequently, sometimes once a month, sometimes twice a month. Asked what evidence he gave her of these loans, he answered:

"Well, I used to enter those loans on the back of the note she had first, and then every six months I added these small loans to the loan that was on the face of the note, and put interest money and new note. Q. Make a new note? A. Yes; dated at the time."

The testimony was that this continued until an occasion when the plaintiff sent some money by mail, and kept her old note, when a new note was given to plaintiff, and thereafter she sent or carried sometimes one note and sometimes the other. These notes were always payable on demand, with interest at the rate of 6 per centum per annum. At the time of the commencement of this suit the plaintiff held two such notes of the defendant corporation, one for $1,250.62, dated July 25, 1913, and the other for $3,000, dated November 1, 1913.

Two articles of the by-laws, the fourth and eighth, introduced in evidence, are as follows:

"IV. At any regular meeting of the board a majority of the trustees, one of them being a layman, shall constitute a quorum for the transaction of business; but in all matters relating to the sale or mortgage of the property of the church or to the incurring of any indebtedness on the part of the church, exceeding the sum of five hundred dollars, the acts of such quorum in order to be valid must be confirmed by the written approbation of the bishop or of the administrator of the diocese."

"VIII. No member or members of this board shall have any power or authority to sign any note or bond or any other evidence of debt or to contract any debt or liability on the part of this corporation, except in pursuance of a special resolution of the board of trustees for that purpose entered on its minutes and signed by at least three trustees and in conformity with the fourth article of these by-laws."

The latter by-law was, however, habitually ignored by the treasurer with the knowledge of the other members of the corporation. It appeared from the evidence that the business of the corporation was carried on solely by the treasurer. Business, which included the contracting of many and large debts, was transacted by him alone with the knowledge of the other members of the corporation.

In the year 1902 the pastor and the two lay members of the corporation held two meetings, but afterwards no meeting of the corporation apparently was ever held, although records of such meetings from 1906 to 1914 were drawn up by the treasurer and signed by the secretary. From 1902 until 1906, however, not only were meetings not held, but no records of meetings were made. From 1902 until 1914 Rev. Mederic Roberge, from his testimony, alone and without the participation of any other person, exercised the functions of the corporation and transacted all its business. He built a church edifice and determined alone the plans and specifications thereof, selecting the architect and contractor, and making the contract therefor, which involved the expenditure of $28,000 or $30,000. He ordered extras in the construction of the church building and paid for them out of corporation funds. He selected, and made the contract for, the furnishing of the church. He hired in the name, and paid for from the funds of the church, men to do the grading around the church edifice, involving the expenditure of $1,500. He determined upon establishing a parochial school for his parish, which he purchased and maintained in the name and at the expense of the corporation. In the course of his treasurership, whenever repairs were necessary, he made contracts therefor and paid for the same out of the corporation funds. During his treasurership he engaged all the labor and personal service that were required by the church, including services of the organist, sexton, etc. He purchased in the name, and paid for from the funds, of the corporation all the supplies used in the church during his treasurership.

In one of the meetings of the corporation held in 1902 the treasurer was authorized to borrow $15,000 at the Globe National Bank, Woonsocket, R. I., payable with interest at the rate of 4 1/2 per cent. Under this authority he borrowed the money authorized and gave the note of the corporation therefor. Every six months later, without any further authority, but with the knowledge of the members of the corporation, he renewed this note, paying the interest and sometimes a part of the principal. In addition to borrowing this sum authorized, he also borrowed various sums from the Mechanics' Savings Bank, Woonsocket, R. I., with the knowledge of the members of the corporation, but without a resolution authorizing the loans. He also borrowed on different occasions, and at different times, from the various banks in the city of Woonsocket. The evidence does not show whether every particular loan was known to the members of the corporation, but on one occasion at least the note for the loan was indorsed by the two lay members of the corporation. The treasurer was also in the habit of borrowing for the corporation during the time of his treasurership from various individuals with the knowledge of other members of the corporation.

The by-laws provide for the examination of the treasurer's accounts at least once a year by two of the members of the corporation and for the delivery to the bishop of a copy of the statement thereof. The accounts of the treasurer, however, were never examined by any one. The practice was for the treasurer to prepare a statement and have the lay members of the corporation sign the same, without any examination of the treasurer's books in which he kept his accounts. When the books were presented to them for examination, they neglected to examine, saying they did not want to see the books.

The books of the treasurer were inartificially kept. Many items, both of receipts and expenditures, are omitted. There is no record in the books of the receipt of $4,500 borrowed and authorized in 1906, of $2,500 borrowed and authorized in 1909. of $1,500 borrowed and authorized in 1910, of $400 borrowed and authorized on January 26, 1912, of $400 borrowed and authorized on April 1, 1912, of $200 borrowed and authorized on May 21, 1912, and of $500 borrowed and authorized on December 23, 1912. As to these sums, referred to above as authorized, it appears by the records made by the treasurer that they were authorized; but the meetings were not held. There is no entry in the books of the expenditure of $4,500 for the purchase of...