Morrison v. Ardmore Indus. Development Corp., No. 43112

• Court: Supreme Court of Oklahoma
• Writing for the Court: LAVENDER
• Citation: 444 P.2d 816,1968 OK 116
• Parties: Lawrence S. MORRISON, Plaintiff, v. ARDMORE INDUSTRIAL DEVELOPMENT CORPORATION, a corporation et al., Defendants.
• Docket Number: No. 43112
• Decision Date: 20 August 1968

Page 816

444 P.2d 816 1968 OK 116 Lawrence S. MORRISON, Plaintiff,
v.
ARDMORE INDUSTRIAL DEVELOPMENT CORPORATION, a corporation et
al., Defendants. No. 43112. Supreme Court of Oklahoma. Aug. 20, 1968.
As Amended Sept. 13, 1968.

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Syllabus by the Court

1. Any trust which may be revoked entirely in the manner provided in 60 O.S.1961, § 175.41 may be altered, amended, revised, modified, revoked, or terminated, in part, in the same manner.

2. Except where a municipality or county employs a public trust, created pursuant to the provisions of 60 O.S.1961, §§ 176 throuh 180, in a manner contemplated by the provisions of the Local Industrial Development Act (62 O.S.1961, §§ 651 through 664), the trustees of such trust, unless restrained by the provisions of the trust instrument, may issue revenue bonds without complying with the provisions of 62 O.S.1961, § 654.

Original proceeding.

Plaintiff prays for an injunction against the trustees of a public trust created pursuant to the provisions of 60 O.S.1961, §§ 176 through 180, to prevent their executing a proposed bond indenture, or a proposed lease agreement associated therewith, and from issuing bonds provided for in the proposed bond indenture, or taking any further action or proceedings in connection therewith, without first complying with the provisions of the Local Industrial Development Act (62 O.S.1961, §§ 651 through 664). Injunction denied.

Joe B. Thompson, Ardmore, for plaintiff.

Andrew B. Riddle, Jr., Ardmore, George J. Fagin and Andrew J. Haswell, Jr., Oklahoma City, for defendants.

LAVENDER, Justice.

In this original proceeding in this court, the plaintiff, as a resident and taxpayer of, and owner of property in the City of Ardmore, Oklahoma, acting upon behalf of himself and all others similarly situated, asks this court to assume original jurisdiction and to enjoin the trustees of the Ardmore Development Authority from executing a proposed bond indenture, a proposed lease agreement between the trustees and Uniroyal, Inc., a corporation, which would produce the revenues for payment of the bonds to be issued under the proposed bond indenture, and the interest thereon, and from issuing any bonds, pursuant to the proposed bond indenture, which would provide the funds for the acquisition of the land, and the construction and equipment of improvements thereon, covered by the proposed lease, or taking any further action or proceedings in connection therewith. The essential facts pleaded by the plaintiff are admitted by the defendants.

By a written trust indenture dated April 15, 1964, the Ardmore Industrial Development Corporation, a corporation, as 'trustor,' and seven individuals, as 'trustees,' created a public trust, with the City of Ardmore, Oklahoma, as the 'beneficiary,' for the purpose (among others) of acquiring, owning, constructing, reconstructing, extending, improving, leasing, purchasing, installing, equipping, maintaining, repairing, enlarging, remodeling, and operating buildings and other facilities for (among

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other purposes) the use of corporations, individuals, parternships or proprietary companies for industrial development; and, in accordance with the provisions of Oklahoma's 'public trust act' (60 O.S. 1961, §§ 176 through 180), the City of Ardmore accepted the beneficial interest in such trust, which was done by city ordinance and such acceptance was endorsed on the trust indenture.

That trust indenture provided that the trustees of the trust shall be citizens and residents of the beneficiary city who are the persons then holding the offices of President, Vice President, Second Vice President, and Treasurer of the trustor corporation, and the Mayor of the beneficiary city, as voting trustees, and the City Manager of the Beneficiary and the Executive Manager of the Chamber of Commerce of the beneficiary city, as non-voting, advisory trustees, and their successors in office. The seven individuals who executed the trust indenture as 'trustees,' and thereby accepted the duties of trustees thereunder, occupied those offices at the time.

Under date of November 29, 1967, the corporate trustor, the beneficiary city, and the seven trustees of the Ardmore Development Authority, entered into a written instrument amending some of the provisions of the original trust indenture relating to the trustees of the trust. The amendment provided for twelve trustees, with nine of them, referred to as 'regular' trustees, having all of the voting power, and three of them, referred to as 'ex-officio' trustees (the City Manager of the beneficiary city, the Executive Manager of the Chamber of Commerce, and the person named by the 'trustees' as the General Manager of the Trust and Industrial Director of the beneficiary city), and their successors, being non-voting, advisory trustees. Under the amendment, three of the nine voting trustees are appointed by the governing body of the beneficiary city, and three of them are appointed by the board of directors of the Chamber of Commerce of the beneficiary city, and those six trustees appoint the other three voting trustees. The City of Ardmore officially accepted the beneficial interest under the trust indenture as so amended, and the present trustees were appointed as provided in this amendment. By stipulation filed herein, the parties hereto state that, by written instrument attached to the stipulation, all other parties having vested interests because of prior transactions with the trustees consented to this amendment to the original...