Sec. Co. v. Bennington Battle Monument Ass'n

• Decision Date: 03 December 1897
• Court: Vermont Supreme Court
• Parties: SECURITY CO. v. BENNINGTON BATTLE MONUMENT ASS'N et al.

40 A. 43

70 Vt. 201

SECURITY CO.

v. BENNINGTON BATTLE MONUMENT ASS'N et al.

Supreme Court of Vermont. Bennington.

Dec. 3, 1897.

Appeal from chancery court, Bennington county; Thompson, Chancellor.

Bill by the Security Company against the Bennington Battle Monument Association and others for services rendered. Prom the denial of a motion to set aside the report of the master appointed therein, and a decree dismissing the bill, plaintiff appeals. Affirmed.

W. B. Sheldon and Barber & Darling, for appellant.

Batchelder & Bates, for appellee Bennington Battle Monument Ass'n.

ROSS, C. J. This is an appeal from the Jecree of the court of chancery dismissing the orator's bill. By its bill, the orator alleges that Charles M. Bliss had rendered services of great value for the defendant, under such circumstances that the defendant is legally obligated to pay for them, and that he had expended large sums of money in its behalf, for which the defendant is indebted to him. The orator further alleges that it held a trust fund for the use of Mr. Bliss, and that it advanced him money from the trust fund to expend for the use and in the business of the defendant, on the representations of Mr. Bliss that the same would be repaid by the defendant from money due and to become due him from the defendant, and that later Mr. Bliss assigned his claim for services and money expended for the defendant to the orator. In its answer the defendant denies that it is indebted to Mr. Bliss in any manner for services or for money expended in its behalf. The trial of these issues was referred to a special master. During the trial a mass of testimony was taken, and a great number of exhibits introduced. The master returned a lengthy report of his findings. On the coming in of his report, the orator filed exceptions thereto, and procured its recommittal for further findings. When these were made by the master, the orator filed further exceptions, and moved that the report be again recommitted to the master for further findings. This motion was deniel by the chancellor. The orator thereupon filed a lengthy motion, setting forth a great many reasons why the master's report should be set aside. The case comes on for hearing on this motion, and on the master's report. The court, after a lengthy hearing, denied the motion, and dismissed the orator's bill. The case relates to the erection of the Bennington Battle Monument, and is itself a monument to the industry of the solicitors and master. The case covers 125 printed pages; the testimony, over 1,200 typewritten pages, accompanied by 275 exhibits. The briefs for the orator contain 108 printed pages. The other brief is not so lengthy. The period of time covered is 12 years,—from 1876 to 1888. The defendant was chartered by the legislature in the fall of 1876; organized in January, 1877. Charles M. Bliss was its secretary for the first year, corresponding secretary for the next 10 years, director during the years 1886 and 1887, and chairman of the committee of five from August, 1885, to January, 1887. In January, 1888, he withdrew from the association, and assigned his claim against it to the orator soon thereafter. The orator claims there is due Mr. Bliss from the defendant over $12,000. On this mass of material, the orator makes, in substance, but two contentions: First, that, on the facts found by the master, the orator is entitled to recover some sum, and that the ease should be recommitted to the master, or some other master, to find what that sum is; secondly, if the first contention is not sustained, that the master's report should be set aside, and the case be heard de novo. In considering these contentions, it must be borne in mind that the defendant is not an ordinary stock corporation, chartered and organized for carrying on a business and making money for its stockholders, but a purely public and patriotic association, chartered for two public and patriotic purposes: First, fittingly to celebrate the centennial of the battle of Bennington and the centennial of the state as one of the United States; and, secondly, to erect a suitable monument to commemorate for all time the battle of Bennington.

1. To determine whether, upon the master's report, the orator is entitled to recover some sum for the services and expenses of Mr. Bliss, the entire report needs to be considered. The orator selects the resolutions of May 9, 1877, and contends that upon those resolutions alone, supplemented by the further fact found that Mr. Bliss continued his services and expenditures after, the same as he had done before, their adoption, the orator is entitled to recover some sum, notwithstanding all the other facts found and reported in regard to the circumstances which caused those resolutions to be adopted, and in regard to the understanding of Mr. Bliss and of the officers of the association that his services and expenditures were voluntarily rendered, to promote the interests of the association, without expectation that payment would be demanded or made therefor. He does not contend that the orator can recover unless, when the services were rendered and expenditures made, Mr. Bliss and the officers of the association mutually understood, or ought to have understood, that the association was to pay for such services and expenses. He cites as a statement of the law governing such cases what is adopted by the United States supreme court in Construction Co. v. Fitzgerald, 137 U. S. 98, 11 Sup. Ct. 36, and found expressed in Pew v. Bank, 130 Mass. 391, as follows: "A bank or other corporation may be bound by an implied contract in the same manner as an individual may. But, in any case, the mere fact that valuable services are rendered for the benefit of a party does not make him liable upon an implied promise to pay for them. It often happens that persons render services for others which all parties understand to be gratuitous. Thus, directors of banks and of many other corporations usually receive no compensation. In such case, however valuable the services may be, the law does not raise an implied contract to pay by the party who received the benefit of them. To render such party liable as a debtor under an implied promise, it must be shown, not only that the services were valuable, but also that they were rendered under such circumstances as to raise the fair presumption that the parties intended and understood that they were to be paid for, or, at least, that the circumstances were such that a reasonable man, in the same situation with the person who receives and is benefited by them, would and ought to understand that compensation was to be paid for them." We regard this as a fair and careful statement of the law of the subject. Apply it to the resolutions of May 9, 1877, read in the light of circumstances attending their adoption by the directors of the defendant. The resolutions read: "Resolved, that the board of directors of the association are authorized in their discretion to pay Charles M. Bliss not to exceed $2 per day for the time spent as secretary of the association, and for such services as they think the interests of the association require from this date, until otherwise ordered by the association; and the board of directors may employ such other assistance as they may deem necessary to promote the interests of the association." "Resolved, that Charles M. Bliss be paid the sum of $100 for expenses incurred while acting for the association, and that a further sum of $100 be paid to him for services as secretary of the association to date."

These circumstances, briefly stated, antedated and attended the adoption of these resolutions: Mr. Bliss was a man of education and refinement, possessed of a great fund of information relating to men and events of the American Revolution, residing in 1875 in Bennington, without a family and without business. He possessed but limited financial ability. When, during that year, the prominent men of Bennington began to agitate the idea of having, in 1877, a centennial celebration of the battle of Bennington and of the admission of the state of Vermont into the Union, and of erecting a monument commemorative of that battle, Mr. Bliss entered actively and heartily into all movements in that direction, and in various ways gave most of his time and efforts to it, became an active member of the Bennington Historical Society, desired and advocated the scheme to have the states of Vermont, New Hampshire, and Massachusetts join in erecting a monument, and to ask congress to aid in the work, and, as a means of getting an appropriation from the general government, to urge upon congress the propriety of erecting a monument upon each of the battle fields of the Revolution. This scheme outlined by him resulted in the historical society's asking the legislature, in 1876, to pass an act incorporating the Bennington Battle Monument Association. Mr. Bliss was chairman of a committee to draft the act, did so, and went with others before the legislature, and urged its passage. The people of Bennington, by subscription, raised $150 to pay his expenses while before the legislature on this business. He kept no account of his time nor expenses while employed in promoting the passage of the act. The act made appropriations for the celebration and for a monument. It provided that the governor should invite Massachusetts and New Hampshire to unite with Vermont in the erection of the monument. Before the association was organized, Mr. Bliss, without knowing whether the governor had extended the invitation required by the act, went to Massachusetts, and presented to its governor a request of the historical society to have that state join and make an appropriation for the erection of the monument The historical society, January 29, 1877, passed a vote of thanks to Mr. Bliss "for his earnest and effectual work for the interest and welfare of the society, and paid him a small sum...