Rockhill Tennis Club of Kansas City v. Volker
| Decision Date | 20 December 1932 |
| Docket Number | No. 30439.,30439. |
| Citation | 56 S.W.2d 9 |
| Parties | ROCKHILL TENNIS CLUB OF KANSAS CITY v. VOLKER et al. |
| Court | Missouri Supreme Court |
Appeal from Circuit Court, Jackson County; Brown Harris, Judge.
Suit by the Rockhill Tennis Club of Kansas City against William Volker and others, trustees of the estate of William Rockhill Nelson. From an adverse decree, defendants appeal.
Reversed and remanded, with directions.
Wilson, Bundschu & Bailey, of Kansas City, for appellants.
Sebree, Jost & Sebree, of Kansas City, for respondent.
George Kingsley, City Counselor, and J. C. Petherbridge, Asst. City Counselor, both of Kansas City, for Kansas City, amicus curiæ
This suit is for the specific performance of a contract to convey real estate, something over three acres of land in Kansas City, part of the estate of the late William Rockhill Nelson, well known editor and philanthropist. The plaintiff, as its name indicates, is a tennis club organized and incorporated by a pro forma decree of the circuit court of Jackson county under our statutes relating to the incorporation of organizations for benevolent, religious, scientific, and educational purposes, now article 10 of chapter 32, R. S. 1929, § 4996 et seq. (Mo. St. Ann. § 4996 et seq.). The plaintiff desires to own this tract of land and maintain a clubhouse, tennis court, seating facilities, etc., in connection with games of tennis, tournaments, etc., but asks to have the title vested in it in fee simple and without restrictions. The defendants are what are denominated university trustees, holding this land and much other property, real and personal, amounting to ten or twelve million dollars in trust under the will of William Rockhill Nelson, deceased, the ultimate object of the trust being the establishment and maintenance in Kansas City of a gallery of art for the delectation and enjoyment of the public.
Plaintiff's claim to this tract of land arose in this way: The original trustees of the Nelson estate were his wife, Ida H. Nelson, and daughter, Laura Nelson Kirkwood. The gallery of art was not to be established till after the death of such wife and daughter, they having a life estate and certain contingent interests in part of the property, and the will of William R. Nelson gave the trustees large powers in reference to the management, sale, and investment of the trust property, being in part, to wit: "Said trustees shall have the management and control of all the property of every kind and nature constituting said trust estate and may continue, conduct, and carry on for such length of time as they shall deem proper any business owned or that is being carried on by me at the time of my death; they shall pay all debts, expenses, and liabilities incurred by them in the management and control of said trust estate and collect all moneys owing at any time that are part of the trust estate; they may sell or lease at such times and on such terms as they think proper any property, real, personal, or mixed, that is at any time a part of the trust estate and execute contracts of sale, deeds of conveyances or leases for any property so sold or leased."
William R. Nelson died in 1915. The trustees qualified, and on December 31, 1915, gave a ten-year lease on the property in controversy covering the years 1916 to 1925, inclusive. Said lease provided for the payment of $100 per month rent by the lessee, and contained, among other provisions, agreements not to sublet the premises without consent of the lessors; that the lands described and the improvements now thereon and those hereafter to be erected thereon shall, during the continuance of this lease, be used only for tennis, squash, and allied games; to keep the premises and improvements now or hereafter placed thereon in good repair, all such improvements to belong to the lessors at the termination or any forfeiture of the lease; the lessee is not required to, but is given the privilege to, erect squash courts, a toolhouse, and seating stands about the championship courts, but the squash courts and toolhouse are to be a continuation and extension of the toolhouse owned by the lessors and hereinbefore mentioned, and the seating stands shall be erected at the southwest corner of said tract; the lessee shall have the right to remodel the small house now on the premises in such way that the same shall be suitable for a clubhouse, but, before any improvements shall be made upon the premises, the plans and specifications thereof shall be submitted to and approved by the lessors in writing, and no improvement shall be made or erected until the plans and specifications for such improvement shall have been first submitted to and so approved by the lessors. This lease also contains the following option or purchasing clause, which is the basis of this suit, to wit:
Under this lease the plaintiff tennis club took possession and used and improved the tract of land in question as a tennis court and club grounds, becoming perhaps the leading tennis club of Kansas City, numbering among its members men of large wealth and prominence. Before the expiration of this lease, and on May 10, 1924, the surviving trustee, Laura Nelson Kirkwood, the wife, Ida H. Nelson, having died leaving the daughter as the sole surviving trustee in charge of the Nelson estate, executed the following extension of the lease, which was indorsed thereon, to wit:
Up until the time of this extension it seems nothing had been said or done by either party as to carrying out the option or purchasing clause of this lease. As this other original trustee, the daughter, Laura Nelson Kirkwood, who signed the extension of the lease, had also died before the present controversy and suit arose, it is not known whether or not she had in mind, when giving this extension of the lease, the giving also of an extension of the option to purchase. In any event, matters with reference to the tennis club went on as usual till about the first of the year 1928, when this question of the purchase of this tract of land by the tennis club became a matter of consideration and controversy by the respective parties, and, failing to reach an adjustment, culminated in this suit brought in April, 1929 and tried in July, 1929. On such trial the judgment was for plaintiff decreeing specific performance, and defendants have appealed.
It should be said here that during the time of this lease, and before the plaintiff tennis club actively asserted its election to purchase this land in 1928 under the option clause of its lease, matters of great and far-reaching importance had developed and taken or were taking definite shape and form with reference to the trust estate of William R. Nelson, of which the plaintiff's tennis courts and ground was only a small part in value, but assumed large importance in carrying out what is called the "larger scheme" of the William Rockhill Nelson Art Gallery. The trust fund created by the will of William R. Nelson was to be used to the extent of the net income, amounting to about a half million dollars annually, in purchasing works of art or reproductions of same for exhibition in the gallery of art, but no building or site for same was designated or provided for therein, further than that same should permanently remain in Kansas City. Other trust funds were later provided for that purpose, particularly by the wife and daughter of William R. Nelson and by his son-in-law, Irvin Kirkwood, making a total of some $3,000,000 available for that purpose. Lot 6 of Rockhill addition to Kansas City, consisting of about twenty acres, the old homestead of William R. Nelson, had been devised to his wife and daughter for life, with power of sale, and by mesne conveyances passed to and vested in the municipality of Kansas City as a site for the building to house the Nelson Art Gallery. The city had accepted this gift under an appropriate conveyance and ordinance insuring and protecting its use for that purpose. So that at the time this suit was instituted and tried it was definitely determined that the William Rockhill Nelson Art Gallery would be built on the twenty acres of land known as Oak Hall, and a building to house the art treasures to cost some $2,500,000 was provided for.
The Nelson trust estate, as we have noted, was vested in his wife and daughter as trustees so long as the survivor of them lived, but, on the death of such survivor, which occurred in 1926, this trust devolved on three trustees, defendants herein, designated in the Nelson will as university trustees, selected and appointed by a board composed of the then presidents of the state universities of Missouri, Kansas, and Oklahoma. This board of trustees, the defendants herein, which is to have perpetual succession, appointed in the same manner, came into possession of the Nelson trust estate in 1926, and then entered upon the duties of managing the trust estate and seeing to it that the trust funds were actively used for the purposes designated in the Nelson will, to wit, the purchase of works of art. Very naturally and properly, these trustees consulted and co-operated with the trustees of the other trust estates whose funds were to be used in acquiring suitable grounds and buildings in which to house and display the...
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