St. George's Church Society v. Branch

• Court: Missouri Supreme Court
• Writing for the Court: Burgess, J.
• Citation: St. George's Church Society v. Branch, 120 Mo. 226, 25 S. W. 218 (Mo. 1894)
• Decision Date: 13 February 1894
• Parties: St. George's Church Society v. Branch; the Rector et al., Interpleaders, Appellants; McMaster, Interpleader, Respondent

25 S.W. 218

120 Mo. 226

St. George's Church Society v. Branch; the Rector et al., Interpleaders, Appellants; McMaster, Interpleader, Respondent

Supreme Court of Missouri, Second Division

February 13, 1894

Appeal from St. Louis City Circuit Court. -- Hon. Daniel Dillon Judge.

Affirmed.

Phillips Stewart, Cunningham & Eliot for the rector, wardens and vestrymen of St. George's Protestant Episcopal Church of St. Louis, interpleaders, appellants.

(1) Aside from the organization of the church society, Joseph W Branch had in 1879, or prior thereto, given and donated to the parish the amount of money contributed by him toward the building of the parish church. A gift of money to repair or to build a church is a gift to charitable uses within the meaning of the statute of charitable uses (43 Eliz. ch. 4), and also at common law independently of that statute. Dwight's Charity Cases; Magill v. Brown, Brightley's Rep., p. 346, note; Chambers v. St. Louis, 29 Mo. 543. (2) Joseph W. Branch never paid St. George's Church Society any money. What he paid was paid toward the erection of the church before the society was organized, and was a free gift to the parish. (3) St. George's Church Society simply acquired the title to the church property as it stood, dedicated to religious uses of the parish, and impressed with a trust for its benefit. Const., art. 2, sec. 8; Mormon Church v. United States, 136 U. S. Rep. 1. (4) St. George's Church Society was by its organization and the law and purpose of its organization simply and solely a religious corporation, with power only to hold church property in trust. By express provision of the constitution it could not be established for any other purpose; nor could it acquire any right to any property other than church property, or hold property otherwise than in trust for the church or parish. Wag. Stat. 1872, ch. 37, arts. 7, 8, secs. 2, 3, 5; Const., art. 2, sec. 8; Laws 1871-2, p. 16; Laws 1874, p. 132; Const., art. 12, sec. 7; Church v. Tobbein, 82 Mo. 418. A conveyance of property to this society otherwise than in trust for religious uses would have been void. Hence the conveyance of the church property to it must be held to have been of itself a dedication to the religious use of the parish. Attorney General v. Webster, L. R. 20 Eq. 483; Bishop on Contracts, secs. 391, 392, and cases cited. (5) The title by which and the purposes for which the church society acquired and held the church property were not affected by the fact that the society had what it inaccurately called "capital stock." (6) The incorporation of the parish under the name of "The Rector, Wardens and Vestrymen of St. George's Protestant Episcopal Church of St. Louis," herein called "the vestry," rendered the perpetuation of St. George's Church Society unnecessary, inasmuch as "the vestry" had all the corporate powers which had been possessed by the society. When the society, therefore, determined to wind up its affairs and cease to exercise its powers as a corporation, "the vestry" became its legitimate successor and entitled to the custody of the church property. Church v. McGowan, 62 Mo. 279; Church v. Robberson, 71 Mo. 326; Coal Co. v. Bingham, 97 Mo. 211. (7) The fund here in controversy is part and parcel of the church property, not severed from the rest by any lawful action on the part of the trustee, and belongs to the parish incorporated as the rector, wardens and vestry for religious purposes. Church v. United States, 136 U.S. 1; Goode v. St. Louis, 113 Mo. 257; 2 Perry on Trusts, sec. 709; Ould v. Hospital, 95 U.S. 303; 2 Story's Eq. Jur., secs. 1140, 1167-1171; Magill v. Brown, Brightley's Rep., p. 346, note; McLain v. School Directors, 51 Penn. St. 196; Beatty v. Kurtz, 2 Peters, 566; 2 Kent's Com. [11 Ed.], S. p. 280; Schmidt v. Hess, 60 Mo. 591; Church v. McGowan, 62 Mo. 279; Chambers v. St. Louis, 29 Mo. 543; Jackson v. Phillips, 14 Allen, 556; Duke on Charitable Uses, ch. 10, sec. 5; Boyle on Charities, bk. 2, chap. 3, sec. 4, p. 212; Dwight's Charity Cases, pp. 1-178.

W. C. Marshall for interpleaders, D. R. Boogher et al., appellants.

(1) The alleged gift by Branch to the vestry in 1886, being voluntary, is void as to these interpleaders, who represent a debt due since July 1, 1880, even though the grantee was ignorant of the insolvency of Branch and innocent of fraud. But Branch's insolvency was known to the donee in this case. Gamble v. Johnson, 9 Mo. 605; White v. McPheeters, 75 Mo. 286; Sloan v. Terry, 78 Mo. 623. (2) To make such gift void as to existing creditors, it is not necessary that the assignor should have been insolvent at the time of its execution. Hastings v. Crossland, 13 Mo.App. 592; Potter v. McDowell, 31 Mo. 62; 43 Mo. 93; Bohannon v. Combs, 79 Mo. 305. (3) The burden of proof is on the donee to repel the presumption of fraudulent intent. Walsh v. Ketchum, 84 Mo. 437. (4) Neither insolvency of the vendor nor knowledge thereof by the purchaser is a necessary ingredient in a fraudulent sale. Rupe v. Alkire, 77 Mo. 641; Burgert v. Borchert, 59 Mo. 80. (5) If a conveyance is made without consideration it is void as to existing creditors, without more. As to subsequent creditors, it is void if it is made with intent to hinder, delay or defraud them. Hurley v. Taylor, 78 Mo. 238; Sloan v. Terry, 78 Mo. 623. (6) A voluntary conveyance is presumptively void as to existing creditors, and the burden of proof is on the donee to repel the presumption of fraudulent intent. Walsh v. Ketchum, 84 Mo. 427; Shaw v. Tracy, 83 Mo. 224. (7) The alleged consideration of Dr. Holland accepting the call does not make the gift a sale of the property, for the reason that, admittedly, such sale was not followed within a reasonable time by a delivery of the stock, and, therefore, as to these interpleaders it is wholly immaterial whether such acceptance of such call amounts to a contract for the sale of said stock or not. Vogel v. Gast, 20 Mo.App. 104. A sale of personalty, without delivery of the article sold, is void as to the vendor's creditors. State to use v. Frank, 22 Mo.App. 46. And such sale is not validated by a subsequent delivery, even before levy by an attaching creditor. Cabanne v. Bay, 10 Mo.App. 594; Franklin v. Gumersel, 11 Mo.App. 306. (8) If a debtor is in embarrassed circumstances and makes a voluntary conveyance, and is afterward unable to meet his debts, owing at the time of such conveyance, in ordinary course, or is reduced to such a condition that an execution against him would be unavailing, such a conveyance is void as to such debts. Potter v. McDowell, 31 Mo. 62. (9) Solvency consists not only in the present ability of the debtor to pay his debts, but in such condition of means that payment can be enforced by process of law. Eddy v. Baldwin, 32 Mo. 369; State ex rel. v. Koontz, 83 Mo. 323. (10) McMaster, Branch's assignee, acquired no title to this stock by the deed of assignment. (11) These interpleaders are entitled to a priority over the assignee. George v. Williams, 26 Mo. 190; Jackman v. Robinson, 64 Mo. 339.

S. N. & J. G. Holliday for interpleader, Boatmen's Bank, appellant.

(1) The Branch stock did not pass by his deed of assignment under which McMaster claims. Heinrich v. Wood, 7 Mo.App. 236; Roan v. Winn, 93 Mo. 503. (2) The stock was the individual property of Branch, and was not held by him as a religious trust for the church. (3) The judgment creditors, levying on the property, have the first right to the fund. George v. Williams, 26 Mo. 190; Jackman v. Robinson, 64 Mo. 339; Zoll v. Soper, 75 Mo. 462.

Orr, Christie & Bruce for F. J. McMaster, interpleader, respondent.

(1) St George's Church Society was incorporated under the laws of Missouri, and recognized by the state as a corporation de jure. Its articles of association, which formed a part of its charter, provided for a capital stock of one thousand one hundred and fifty shares of the par value of $ 50 each; also the manner in which the stock should be subscribed and paid for and the method of conducting the affairs of the company. The legality of such a corporation can not be questioned in a collateral proceeding. Church v. Tobbein, 82 Mo. 418; Church v. McGowan, 62 Mo. 279; St. Louis v. Shields, 62 Mo. 247. (2) Joseph W. Branch subscribed for stock in this society and paid the par value thereof on the faith of the articles of association, which constituted a valid contract between himself and the other stockholders. The vestry standing in the shoes of a stockholder and having accepted the benefits as such, can not now repudiate that contract. (3) St. George's Church Society acquired title to the church property by purchase at a public sale, under a deed of trust given to secure a valid debt. Under this purchase the society took the title free from any trust of a charitable nature whatsoever. It relations with the vestry were contractual in character and could be terminated at any time according to the terms of the contract. (4) This theory of "an original dedication for charitable purposes," was never suggested or thought of by any of the stockholders, officers or agents of the society until the dividends had been declared and paid to all stockholders except Branch. The facts do not sustain it, and if they did, it is too late now to assert it. Mott v. Seminary, 129 Ill. 403; 2 Beach on Corporations, sec. 790; Angell & Ames on Corporations [11 Ed.], sec. 779a. (5) Title to the shares of stock passed to the assignee under the deed of assignment. First. Mr. Branch held the legal title to the shares on the twenty-seventh day of November, 1887, the date of the assignment, there being no substantial evidence of any transfer thereof by him prior to that date. Second. By the specific terms of the deed of assignment the shares of the...