Sales v. Southern Trust Co.

• Decision Date: 03 February 1945
• Citation: 185 S.W.2d 623,182 Tenn. 270
• Parties: SALES et al. v. SOUTHERN TRUST CO.
• Court: Tennessee Supreme Court

185 S.W.2d 623

182 Tenn. 270

SALES et al. v. SOUTHERN TRUST CO.

Supreme Court of Tennessee.

February 3, 1945

On Rehearing March 3, 1945.

Appeal from Chancery Court, Montgomery County; S. A. Marable Chancellor.

Suit by Ed Sales and others against the Southern Trust Company, as trustee, for a construction of the will of Roland Gibbs deceased. A decree determining that the residuary clause of the will was invalid was affirmed by the Court of Appeals and the Southern Trust Company, trustee, and others bring certiorari.

Reversed and remanded with directions.

On Petition to Rehear.

A. B. Broadbent, Chas. V. Runyon, Austin Peay, and Collier Goodlett, all of Clarksville, for defendants-appellants.

W. D. Howser and Stout & Porter, all of Clarksville, for complainants-appellees.

NEIL Justice.

Complainants filed their original bill in the Chancery Court to have the Court construe the will of Roland Gibbs, deceased. The bill alleged that the residuary clause of the will was invalid and that the testator thus died intestate, and that complainants, as heirs, are entitled to decedent's estate under the statutes of descent and distribution. By his will Roland Gibbs gave to his wife outright certain articles of personalty and left the remainder to the Southern Trust Company as Trustee, with directions to pay the income thereof to Mrs. Gibbs during her lifetime and to trench upon the corpus if the income did not amount to three hundred dollars per annum. The clause of the will in controversy is as follows:

'At the death of my wife, I hereby direct said Southern Trust Company, Trustee, to pay the remainder of said estate and any accrued interest thereon to the Trustees of the First Baptist Church of Clarksville, Tennessee.'

The Chancellor and Court of Appeals held that the First Baptist Church, being a voluntary, unincorporated institution, was incapable of taking this bequest, upon the theory that it was a gift in trust for a charity and that it was vague and indefinite as to its purpose and could not be sustained.

We granted certiorari and the question has been ably presented by counsel for all parties in interest. The assignment of error presents the sole question of the capacity of the church to take this bequest.

The First Baptist Church of Clarksville is a religious institution of long standing, but is a voluntary, unincorporated association. The testator, Roland Gibbs, had been an active member of the church for many years; he contributed of his means to its support in his lifetime and otherwise manifested a great interest in its progress. It cannot be doubted that he intended to make an outright gift to the church. No trust, charitable or otherwise, is attempted. Upon the death of Mrs. Gibbs the trust in her behalf terminated, the remainder interest being then due and payable to the trustees of the church. Much of the argument relating to charitable trusts and the authorities on that branch of the law to which our attention has been called are without application.

It is now well settled that an unincorporated church organization occupies a corporate status as to its acquisition, ownership, improvements, contracts, and dealings concerning the property owned and used by it for public worship, parsonage, and burial ground purposes.

Our statutes providing for the taking of property by unincorporated, religious denominations or societies are contained in Code, sections 4407, 4408, and 4409, as follows: 'Sec. 4407. Religious society; power to take and hold land.--Any religious denomination or society, whether incorporated or not, may take, by deed or otherwise, and hold not exceeding five acres of land at one place for purposes of public worship or for a parsonage, and five acres for burial ground.

'Sec. 4408. Title vested in trustees.--All lands bought or otherwise acquired by any religious denomination or society, shall be vested in a board of trustees or other persons designated by the members of such denomination or society, for the use and benefit thereof.

'Sec. 4409. When trustees may sell.--In all cases where any elders, trustees, or other church officers, in any of the churches or oganizations of any religious denomination, shall have any lands conveyed to them for the use of their respective churches or congregations as building sites, or for any other purpose, by deed, grant, devise, or in any other manner, they or their successors in office, according to the regulations of such church or congregation, may sell and convey the same by deed, which deed, when officially signed by such elders, trustees, or other church officers, or their successors in office, shall pass the title, whether for life, for years, or in fee, to such land to the purchaser in as full and ample a manner as if said officers held the same as a corporation, and had conveyed it by deed under the corporate name.'

It will be observed that lands acquired by a religious denomination or society 'shall be vested in a board of trustees or other persons designated by the members of such denomination or society, for the use and benefit thereof.' Code, section 4408. The bequest to this particular church is vested in trustees and the gift to the trustees of the church is nothing more than a gift to the church.

By a line of the decisions of this Court it has been held that these statutes confer a legal existence and entity upon unincorporated religious associations, making of them quasi-corporations with limited capacity and powers. Reeves v. Reeves, 73 Tenn. 644; Rhodes v. Rhodes, 88 Tenn. 637, 13 S.W. 590; Wilson v. Clinton Chapel African M. E. Zion Church, 138 Tenn. 398, 198 S.W. 244, and others.

In Wilson v. Clinton Chapel African M. E. Zion Church we considered the liability of an unincorporated religious association upon a note executed by its trustees to pay for repairs on the church building and in a suit brought against the trustees of that church held the property of the church liable for the debt. While our statutes gave to unincorporated religious societies no expressed capacity to sue and be sued, we likened them to corporations proper which have such power, whether granted in their charters, or not, and in 138 Tenn. at page 403, 198 S.W. at page 245, said:

'Every corporation in addition to the powers expressly conferred by its charter has such implied powers as are reasonably necessary to accomplish the purpose for which it is authorized. Doty v. [American] Telephone & Telegraph Co., 123 Tenn. 329, 130 S.W. 1053, Ann.Cas.1912C, 167; Turnpike Co. v. Davidson County, 106 Tenn. 258, 61 S.W. 68; Turnpike Co. v. Montgomery County, 100 Tenn. 417, 45 S.W. 345, 58 L.R.A. 155; Union Bank v. Jacobs, 6 Humph. [515], 25 Tenn. 515. Like wise these religious associations, endowed with certain powers expressed in the statutes and noted above, have such additional powers as are necessarily implied from those granted. The expressed authority to hold land for the purpose of public worship or for a parsonage implies authority to erect a house of worship and a house for the pastor. The authority conferred on the trustees of such an association to hold land for the use and benefit of the association and the authority to sell such property implies a power to preserve and improve the same, so that it may be of use and benefit to the association, and may be maintained in condition to sell.'

In Rhodes v. Rhodes, cited in the Wilson case, supra, the Court considered the effect of the statutes conferring capacity upon voluntary religious organizations to take a charitable bequest, even before the Act of 1883 which added authority to sell and convey, and in 88 Tenn. at page 641, 13 S.W. at page 590, said:

'The capacity to take and hold real estate conferred by the sections of the Code quoted, operates to confer upon such a voluntary religious society the corporate right of existing as a legal entity for the prupose of holding and conveying, as defined in the statute, and a devise of land for a church-site, to be conveyed when a church building should be erected thereon, has been sustained as valid. Reeves v. Reeves, 73 Tenn. 644.' In this connection, the following from a recent leading text book is in point:

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