State v. Maryland Agr. & Mechanical Ass'n
| Decision Date | 03 December 1903 |
| Parties | STATE v. MARYLAND AGRICULTURAL & MECHANICAL ASS'N et al. |
| Court | Maryland Court of Appeals |
Appeal from Circuit Court, Baltimore County, in equity; N. Charles Burke, Judge.
Bill by the state of Maryland against the Maryland Agricultural & Mechanical Association and others. From a decree sustaining a demurrer to the bill and dismissing the bill, plaintiff appeals. Affirmed.
Argued before McSHERRY, C.J., and FOWLER, BRISCOE, BOYD, PAGE PEARCE, SCHMUCKER, and JONES, JJ.
Atty.Gen Rayner, for the State.
W Calvin Chestnut, for appellees.
The bill in this case is filed by the state of Maryland against the Maryland Agricultural & Mechanical Association, Charles H. Nicolai, trustee, the mayor and city council of Baltimore the Pimlico Driving Club, and Frank Brown, to obtain a decree for the sale of certain real estate, known as the "Pimlico Fair Grounds," held by Charles H. Nicolai, as surviving trustee, for the use of the Maryland Agricultural & Mechanical Association; and the appeal is taken from a decree of the circuit court for Baltimore county sustaining a demurrer to the bill and dismissing the bill.
When this bill was filed in the court below, there was then pending in this court the case of Nicolai v. Maryland Agricultural & Mechanical Association and others, which was decided January 16, 1903, and is reported in 96 Md. 323, 53 A. 965. The state of Maryland was not a party to that suit, but its object was to procure a decree for the dissolution of the association, and for the sale of the Pimlico Fair Grounds, and the distribution of the proceeds. Upon demurrer to the bill in that case, it was held: (1) That a court of equity has no authority, apart from statute, to dissolve a corporation; that the case there made was not within any statute, and that the charter of the association did not provide it should be ipso facto dissolved for breach of conditions subsequent contained in the act of incorporation. (2) That there was no sufficiently distinct allegation that the association had been dissolved or had ceased to exist, and that, even if the charter ought to be forfeited, such forfeiture could not be enforced otherwise than by a direct proceeding instituted by the state. And (3) that as, under the several acts of Assembly relating to the association, a sale was only authorized upon its actual dissolution, there could be no decree made for sale in that case. There has been no legislation altering the situation since that decision was pronounced, and there is very little difference between the averments of the two bills; their purpose being, as we have seen, substantially the same.
The allegations of the bill in this case, briefly stated, are these: (1) That the association was incorporated by chapter 128 of the Acts of 1867 of the General Assembly of Maryland. (2) That by said act certain persons were appointed trustees for the purposes set forth in the act, of whom Charles H. Nicolai was the sole survivor. (3) That the said act appropriated $25,000 for the purchase of land for the use of the association, to be held by said trustees, and provided "that should the association at any time dissolve, the said trustees or their successors shall convey the land so purchased, with all improvements thereon to the state of Maryland, free of all incumbrances, and that if said association shall hold no exhibition on said lands for three successive years, then said land shall be so as aforesaid conveyed to the state of Maryland." (4) That the Pimlico Fair Grounds were so purchased and conveyed to said trustees. (5) That certain other acts of Assembly were subsequently passed, being chapter 89 of 1870, and chapter 73 of 1890, amending the original act of 1867, and directing how the said sale and distribution of the proceeds should be made. (6) That the mayor and city council of Baltimore and Frank Brown held claims against the association. (7) "That there has been a nonuse and a misuse by the association of its corporate powers and franchises; that the said defendant has held no exhibition on said land for many years, exceeding three successive years prior to the filing of this bill, *** and has permitted a corporation, known as the Pimlico Driving Club, to take unlawful possession of said property, and to use it, in violation of the statute, for its own purposes and for the purposes of those interested therein, and that the actual purposes for which this corporation was formed under the act of 1867, and the amendments thereof, have been entirely relinquished and abandoned." (8) That by a joint resolution of the General Assembly of Maryland at the January session, 1902, the Attorney General of the state was authorized and directed to take proceedings for the protection and recovery of the rights of the state in this property. (9) That the claim of the state is far in excess of $25,000, and that it claims a first lien upon the whole of said property and improvements under the acts of Assembly mentioned. (10) That, in view of these allegations, the property should be sold, the rights of the state be adjudicated, and the proceeds be distributed among those entitled thereto.
The bill prays (1) that the court will assume jurisdiction and decree a sale; (2) and for such other and further relief as the case may require.
The trustee, Charles H. Nicolai, the mayor and city council of Baltimore, and Frank Brown answered, consenting to such decree as the court should deem right. The Pimlico Driving Club, though summoned, has not answered or appeared, and the association has demurred.
The bill does not pray for a decree dissolving the association and, if it did, such decree could not be granted, under the decision in the Nicolai Case, supra. Nor can we regard the averments of the seventh paragraph of the bill in this case, which we have transcribed, as a direct and unambiguous allegation of actual dissolution, measuring up to the requirement stated in Nicolai's Case. Nonuse and misuse of corporate powers and franchises, and...
To continue reading
Request your trial