St. George's Church Soc. v. Branch

• Citation: 120 Mo. 226,25 S.W. 218
• Parties: ST. GEORGE'S CHURCH SOC. v. BRANCH et al.
• Decision Date: 13 February 1894
• Court: United States State Supreme Court of Missouri

25 S.W. 218

120 Mo. 226

ST. GEORGE'S CHURCH SOC. v. BRANCH et al.

Supreme Court of Missouri, Division No. 2.

February 13, 1894.

TRUSTS — STOCK IN CHURCH CORPORATION — OWNERSHIP — ASSIGNMENT FOR BENEFIT OF CREDITORS — PROPERTY CONVEYED — DISCHARGE OF ASSIGNEE — EFFECT ON UNADMINISTERED ASSETS — ESTOPPEL — GIFT BY INSOLVENT TO CHARITABLE USES.

1. B. and another, members of a church society, advanced money to build a church, and took mortgages on the property. After the church was completed, they agreed with the society that if other debts were paid they would donate the amount due them. The society then incorporated, and B. and such other each subscribed to the stock to the amount due him. Afterwards such corporation, by an agreement with the rector, wardens, and vestry of such church, also incorporated, turned over all its property to the latter for the free use of the parish, and it was so used until the building and personal property were destroyed by fire. After the fire such corporation sold its property, and distributed its assets among the stockholders. The amount due B. was retained by the treasurer because of diverse claims thereto. Held, that the stock issued to B. was his individual property, and was not held in trust for the rector, wardens, and vestry.

2. B., a stockholder of an incorporated church society, told a minister that if he would accept a call to the pastorate of the church, which was about to be tendered him, he would give him his stock. The minister accepted the call, but the stock was never transferred, and B. continued to vote the shares. Afterwards B. made a general assignment for benefit of creditors, but such stock was not mentioned in the sworn schedule attached to the assignment. Held, that such stock passed to the assignee.

3. The fact that an assignee closes the estate and is discharged does not reinvest the assignor with the title to assigned property, and the assignee may have the estate opened, and administer assets discovered after his discharge as against execution creditors who have levied thereon, or persons to whom the assignor has transferred them.

4. After stock in an incorporated church society was levied on, the holder gave the rector a written assignment of the stock, which recited that whereas he was, about five years before, the owner of such shares, and, in consideration of the acceptance by H. of a call to the church as rector, he then verbally promised and agreed with H., as the representative of the vestry and church, that he would, in consideration of the acceptance of such call, and in further consideration of love and affection for such church, transfer and convey to H., as rector of such church, such shares of stock, etc. Held, that such rector, wardens, and vestry, as a corporation, was estopped by such instrument from claiming that it was always the equitable owner of such stock, and that it was held by B. in trust for it.

5. An insolvent debtor cannot, as against his creditors, donate his property to charitable uses.

Appeal from St. Louis circuit court; Daniel Dillon, Judge.

Bill for an interpleader by St. George's Church Society against Joseph W. Branch, the Rector, Wardens, and Vestrymen of St. George's Protestant Episcopal Church of St. Louis, Davis R. Boogher, to the use of J. P. Boogher and William C. Marshall, the Boatmen's Saving Bank, and Francis J. McMaster, assignee for benefit of creditors of Joseph W. Branch, in which plaintiff obtained leave to pay into court certain dividends due on certain shares of stock held by defendant Branch in the plaintiff corporation, the right to which is in dispute between the other defendants; and also obtained an order for defendants to interplead. From a judgment decreeing that the fund be paid to McMaster, assignee, the other defendants except Branch appeal. Affirmed.

Phillips, Stewart, Cunningham & Elliot, Saml. N. & Jos. G. Holliday, and W. C. Marshall, for appellants. Orr, Christie & Bruce, for respondent.

BURGESS, J.

On the 21st of February, 1890, Davis R. Boogher obtained judgment against Joseph W. Branch for $4,500, for a claim that accrued July 1, 1880, which he assigned to John P. Boogher and W. C. Marshall. On April 15, 1891, execution was issued on said judgment, and levied on 262.28 shares of the stock of St. George's Church Society, belonging to and standing upon the books in the name of Joseph W. Branch. On the 6th of June, 1891, the Rector, Wardens, and Vestrymen of St. George's Protestant Episcopal Church brought a suit for an injunction against Patrick M. Staed, sheriff, John P. Boogher, and W. C. Marshall, to enjoin the sale of said stock, alleging that in May, 1886, Dr. Holland was visiting Mr. Branch; that St. George's Church was about to call him as their rector; that Branch told Holland that he would give him his stock if he would accept the call; that, partly influenced by this promise, Holland accepted the call; that Holland had frequently asked Branch to transfer the stock to him, but Branch had never done so, claiming that the certificates were mislaid, and so, as the stock could only be transferred on the books upon presentation and surrender of the stock, it had never, up to June 6, 1891, the date of the filing of the injunction suit, been in Holland's possession, or been transferred to him, but that the plaintiff was the owner in equity of the stock. Upon this showing the circuit court granted a temporary injunction. On the 10th of July, 1891, the stockholders of St. George's Church Society determined to sell all its property, distribute its assets among the stockholders, and wind up its affairs. The rector, wardens, and vestrymen owned a majority of the stock in St. George's Church Society, which it had gotten by donation, purchase, in payment for pews sold and rented, etc., and, with the Branch stock, which it claimed and voted at that meeting, it voted in favor of the proposition. Accordingly the property of the St. George's Church Society was sold, and two dividends, of $35 and $12 a share, respectively, were declared. Each of the stockholders took his or its share, except Branch, whose stock had been levied upon under the Boogher execution on April 15th preceding, and Mr. Rogers, the treasurer, who had been garnished under the same execution in July, as soon as the dividend was declared. Thereupon, on the 23d of November, 1891, St. George's Church Society filed a bill for an interpleader against Joseph W. Branch, Davis R. Boogher, John P. Boogher, W. C. Marshall, F. J. McMaster, assignee of Joseph W. Branch, the Rector, Wardens, and Vestrymen of St. George's Protestant Episcopal Church, and the Boatmen's Saving Bank, and obtained leave to pay the dividends ($12,374. 17) on the Branch stock into court, and an order for the defendants to interplead, which they accordingly did. John P. Boogher and W. C. Marshall claim $4,500 judgment and $127.85 costs, by reason of their judgment of February 21, 1890, on a debt accruing July 1, 1880, and the levy on the stock on April 15, 1891, and the subsequent garnishment. The Boatmen's Saving Bank claims $9,474.93 by reason of a judgment in its favor against Branch, rendered on November 26, 1887, on a debt contracted December 16, 1884, and a levy and garnishment on this stock and its dividends on July 29, 1891, subject to the Boogher levy. F. J. McMaster claims the whole fund as assignee of Joseph W. Branch, for the benefit of his creditors, under deed dated November 25, 1887. The deed of McMaster conveyed "all my lands and tenements, goods and chattels, bonds, notes, things in action, drafts, debts, and accounts, and all my property of every kind and description, wherever situate." The sworn statement of the general nature and value of the property intended to be conveyed, which was attached to the deed of assignment, did not mention this stock. The assignee did not know of it or inventory it. The total amount realized by the assignee from the assigned estate was $333, and the total claims allowed against the estate were over $125,000. The estate was closed, and the assignee discharged, February 18, 1890. On February 4, 1892, over two months after this suit was filed, and nearly two years after the estate was closed, the estate was opened, on motion of the assignee, and he was authorized to interplead. Branch had been insolvent for more than a year before his assignment.

The claim of the Rector, Wardens, and Vestrymen of St. George's Protestant Episcopal Church is that it is the owner in equity of the Branch stock. In the injunction suit filed June 6, 1891, they claimed that, because Branch had promised Holland in 1886 that if he would accept the call of the church he would give him the stock, and Holland did accept the call, hence the title to the stock passed in equity, although there had never been any change of possession prior to June 6, 1891. In their interplea and testimony they claim the stock was never intended to have any value, was a sort of religious trust fund, and that it was not stock at all, but represented the voting influence of the members of the society. Over the objections of these impleaders they were permitted to show that back in 1874 St. George's Church owned property on Seventh and Locust, which it sold for $25,000; that it then bought a lot on Beaumont and Chestnut streets, and built a church; that, after it was completed, the church owed $56,700, of which sum $14,588 was due to Branch and $14,529 to Harrison; that Branch had a first mortgage on the property for $25,000, and Branch and Harrison a second mortgage, to secure them on account of their indorsement on the note of the church held by the Mechanics' Bank; that, in order to take care of the debt, St. George's Church Society was incorporated with a capital stock of $56,700; that Branch subscribed for stock to the amount of his liability as indorser, $14,588, and Harrison to the amount of his liability, $14,529, and the other members to...