Quimby v. Tapley

• Decision Date: 24 June 1909
• Citation: 202 Mass. 601,89 N.E. 167
• Parties: QUIMBY et al. v. TAPLEY et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

202 Mass. 601

89 N.E. 167

QUIMBY et al. v. TAPLEY et al.

Supreme Judicial Court of Massachusetts, Suffolk.

June 24, 1909

COUNSEL

Moulton Loring & Loring, for appellants.

Wm. H Niles and Edwd.S. Underwood, for appellees.

OPINION

LORING J.

This is a bill in equity brought by three holders of certificates in a voluntary association known as the Fourth Cliff & Humarock Beach Company and the executors of two deceased certificate holders, in behalf of themselves and all other holders of certificates who should thereafter join therein, against two trustees of the company for an account of their receipts and expenditures while trustees.

The two trustees were Gilbert A. Tapley and Nahum T. Greenwood.Tapley became a trustee on January 19, 1888, and Greenwood on March 18, 1895.

1.The objections on which the exceptions taken by the plaintiffs were founded were not filed within five days after notice given by the master as provided by the thirty-first chancery rule of the superior court, and no special order has been made by that court allowing them.They should have been dismissed, not overruled.

2.The remaining question is whether on the facts found by the master with such inferences as can be made from those facts by the court(seeFrench v. Hall,198 Mass. 147, 84 N.E. 438, 16 L. R. A. [N. S.] 205;Rosenberg v Schraer,200 Mass. 218, 86 N.E. 316)the bill should be dismissed.

The sole contention of the plaintiffs is that all sums received and expended by the trustees on a certain hotel were outside the purposes for which the association was organized.

The voluntary association here in question was the reorganization of a prior company.This reorganization was made at a meeting of the old company on the same day that the defendant Tapley was made a trustee, January 19, 1888.

The by-laws of the new company provided that the purpose of it was 'managing and improving certain lands and buildings located in Scituate.''The land purchased by this association shall be held in trust by three trustees who shall act under the instructions of a majority in interest of said company as expressed by their votes at any meeting duly called and holden.'

The master found that 'when Gilbert A. Tapley became trustee there came into his hands the land originally conveyed to the company--with the exception of the many lots sold during the first two or three years of its existence--the hotel, an old farm house, a bowling alley, a skating rink, a stable, and the bridge to the main land.'

The ground for the plaintiffs' contention that this hotel was outside the purposes for which the company's money could be spent is this: The master found that the hotel was built by one Hamblin in 1882, on land then owned by him; that the deed by which the land of the new company was conveyed to its trustees in 1890 was the same as that by which the land of the old company was conveyed to its trustees in 1882.Their argument is that this land never was conveyed to the trustees of the new company and so was not a part of the property of the company on which money could be expended by its trustees.

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