Parrington v. Putnam

• Decision Date: 04 June 1897
• Citation: 90 Me. 405,37 A. 652
• Parties: PARRINGTON et al. v. PUTNAM et al.
• Court: Maine Supreme Court

37 A. 652

90 Me. 405

PARRINGTON et al.

v. PUTNAM et al.

Supreme Judicial Court of Maine.

June 4, 1897.

(Official.)

Bill by Ira K. Parrington and others against William L. Putnam and Thomas H. Haskell, executors of the last will of Ira P. Farrington, deceased, and others. On exceptions and final decree in favor of respondents. Exceptions overruled, and decree affirmed.

Orville D. Baker and Clarence Hale, for plaintiffs.

Symonds, Snow & Cook, C. L. Hutchinson, Libby, Robinson & Turner, and Edward Woodman, for defendants.

PETERS, C. J. Ira P. Farrington, the testator, whose will is called in question by this bill in equity, died at his home in Portland, December 17, 1894, leaving a will dated July 9, 1891, and a codicil dated January 4, 1893. The will was probated in January, 1895, in the probate court below, and approved by this court in the next April afterwards. The will, after a most generous provision for his widow, and numerous bequests to his relatives, besides several large bequests to certain local charities other than those to be herein named, contains the following residuary clause:

"Fifth. All the rest and residue of estate, real and personal or mixed, wherever situate, which I may own at my decease, or which I may then have the right to dispose by will, including all and any of the foregoing legacies, devises, and other provisions which may in whole or in part lapse or for any reason fail, I give the Maine Eye and Ear Infirmary in the city of Portland, incorporated according to the statutes of Maine, the Maine General Hospital, and the Portland Public Library, share and share alike, upon trusts nevertheless, as follows:

"The one-third given said Eye and Ear Infirmary shall be maintained as a separate fund, designated as the 'Farrington Fund,' held, invested, and reinvested, and the net income thereof applied forever, annually or oftener, to the charitable purposes of the corporation.

"Likewise, the one-third given the Maine General Hospital shall be in the same manner maintained as a separate fund, designated as the 'Farrington Fund,' held, invested, and reinvested, and the net income thereof applied forever, annually or oftener, one half for the support of free beds in its hospital, to be known as the 'Farrington Free Beds,' and the other half to the general charitable purposes and the maintenance of the corporation.

"And. likewise, the one-third given the Portland Public Library shall be in the same manner maintained forever as a separate fund, designated as the 'Farrington Fund,' held, invested, and reinvested, and the net income thereof applied forever, annually or oftener, to the support of the library of said corporation.

"Provided, nevertheless, that whatever principal sum or sums may come hereunder to the Portland Public Library shall be paid to the city of Portland on the following trusts, namely:

"To pay thereon perpetually interest semiannually, at the rate of four (4) per cent. per annum, to the Portland Public Library, said interest to be applied as aforesaid by said Portland Public Library to the support of its library.

"Said fund shall be entered on the books of the city as the 'Farrington Fund for the Benefit of the Portland Public Library,' and the interest so paid by the city shall be entered on the books of the Portland Public Library as Interest from such 'Farrington Fund.'

"If the city shall decline to accept the same on the trust aforesaid, or if, for two years after request in writing by my executors to accept the same as aforesaid, the city shall neglect so to accept, I direct that said principal sum or sums be paid to said Portland Public Library, to be held, invested, and reinvested, and the net income thereof applied as hereinbefore set out."

The testator names Hon. William L. Putnam and Hon. Thomas H. Haskell as executors, and confers certain authority over his estate on them as such executors, as follows: "I give the executors full possession, management, and control of all my real estate, wherever situate, subject to the devise of my beloved wife; and I authorize them from time to time to lease, sell, or exchange the same, or any part thereof, and to receive the proceeds of such leases and sales, and all other incomes or other proceeds thereof, for the purpose of fully executing this will, reminding them, however, that their authority over my estate, whether real or personal, is given solely for the purpose of closing and distributing the same as heretofore mentioned directed, with a prudent regard for obtaining fair prices within a reasonable time to be taken therefor."

The codicil is as follows:

"I hereby republish and reaffirm said will, except as herein modified.

"The gift of the one-third part of the rest and residue of my estate to the Maine General Hospital, by the fifth clause of said will, and all gifts and devises in any part of said will to said Maine General Hospital. I hereby revoke; and I hereby give, devise, and bequeath all the same one-third and all other said gifts and devises to the Maine Eye and Ear Infirmary, to hold to the use of it and its successors and assigns forever; the same to be in addition to, and not to affect or change, the gifts and devises to said Maine Eye and Ear Infirmary in said will contained. I double the gift of $20,000 to the Home for Aged Men of Portland."

The Eye and Ear Infirmary is a charitable association, organized under the general statute which authorizes the formation of such corporations (Rev. St. c. 55, § 1). Numerous kinds and classes of persons and associations are permitted by this section to be organized into corporations, including all social, military, literary, scientific, temperance, moral, musical, agricultural, and many other societies and organizations. Section 4 of the chapter prescribes as follows: "Such corporations may take and hold by purchase, gift, devise or bequest, personal or real estate, in all not exceeding one hundred thousand dollars in value, owned at any one time, and may use and dispose thereof only for the purposes for which the corporation was organized." The constitution of the infirmary, a public record, declares the purpose of the institution as follows: "The object of the corporation shall be the establishment and maintenance of an infirmary in Portland, Maine, where a daily clinic may be held for the treatment, free of charge, of poor persons throughout the state, suffering from diseases of the eye and ear."

The bill alleges that the infirmary had, at the death of the testator, property to the full amount of $100,000 in value, and that any additional amounts to be received through this will would be in excess of the limit allowed by its charter, and in disregard of the statutes of the state; and so it further alleges "that the said Maine Eye and Ear infirmary is incompetent to receive and incapable of holding any property beyond the amount which it now possesses, and that the bequests and devises made to it under item 5th of the said will, and under the codicil to said will of said Ira P. Parrington, are invalid and void, and revert to the heirs of Ira P. Farrington." The bill includes the infirmary and the executors as respondents, the prayer of the same being that the parties be enjoined, the one against paying over, and the other against receiving, the devises and bequests in execution of the intention of the testator.

Both of these respondents, the executors and the corporation, filed general demurrers to the bill, which were sustained by the justice before whom the case was heard below, and the case comes to us on exceptions and a final decree in favor of the respondents. Mr. Justice Strout, of this court, by whom the issues were decided, filed a written judgment in the case, from which we reproduce that portion of the same which bears upon the questions we propose now to discuss, reading as follows:

"This is a bill in equity, and comes before the court on demurrers. The will of Ira P. Farrington contains a bequest to the Maine Eye and Ear infirmary. The complainants allege that that corporation is authorized to hold property to the amount of $100,000, and no more; and that it now holds property to that amount, and therefore cannot take the legacy given to it by the will. As the demurrer admits the facts, it must be assumed that the legatee now holds the full amount of property which it is entitled to hold. It is admitted to be a public charitable institution. Can it take the legacy or devise? The gift is from the residue of the estate, after payment of legacies, and may include both real and personal property.

"At common law, corporations were entitled to take and hold real or personal property to any amount, if it was reasonably useful and convenient in attaining its legitimate ends. In England, so large an amount had been acquired and held by its corporations, particularly the ecclesiastical, that, as a measure of purely public policy, the statute of mortmain was enacted to prevent the accumulation of real estate in ecclesiastical corporations. That statute has not been generally adopted in this country; but it has been deemed wise in many instances to limit in the charter, or by general law, the amount of property to be held by corporations. In this state, by statute, corporations are entitled to hold and convey lands and other property. Rev. St. c. 66, § 2. This authority is unlimited, unless the charter or general law under which the corporation is created, or some statute, imposes a limit. A limit of $100,000 is imposed by the statute under which this corporation was created. Taken in connection with the common law and the general statute upon the subject, it is apparent that the limitation upon this class of corporations, not applicable to many others, was a matter of public policy. As such, it is for the state alone to take advantage of its breach, if it chooses, or it may waive it; and, consequently, private parties cannot be permitted to...