Taylor v. Baldwin
| Decision Date | 14 April 1952 |
| Docket Number | No. 42741,42741 |
| Citation | 362 Mo. 1224,247 S.W.2d 741 |
| Parties | TAYLOR v. BALDWIN et al. |
| Court | Missouri Supreme Court |
J. E. Taylor, Atty. Gen., Frank P. Motherway, Asst. Atty. Gen., Jacob M. Lashly, Paul B. Rava, St. Louis, of counsel, for appellant.
Henry B. Pflager, Richard L. Eckhart, and James M. Douglas, all of St. Louis, Orr, Pflager, Foulis & Andreas and Thompson, Mitchell, Thompson & Douglas, all of St. Louis, of counsel, for respondents Barnard Free Skin and Cancer Hospital and Majority Members of Board of Directors.
Coburn, Storckman & Croft and Clem F. Storckman, all of St. Louis, for respondent trustees.
James E. Crowe, City Counselor, John P. McCammon, Associate City Counselor, St. Louis, amici curiae.
On March 14, 1950, the Attorney General (hereinafter called appellant) filed this action in the circuit court praying injunctive relief and the removal of certain trustees. Defendants are those named trustees, The Barnard Free Skin and Cancer Hospital, a corporation, of St. Louis, Missouri (hereinafter called Barnard) and the 24 members of the Board of Directors of Barnard, 21 of whom, as such directors, have voted to accept a contract of affiliation with Washington University and to relocate Barnard at the Washington University Medical Center in St. Louis, Missouri. The action also sought to enjoin that affiliation and relocation. The Chancellor below dismissed the appellant's petition and the latter has appealed from the decree and declaratory judgment entered in the trial court.
The first 21 named individuals in the caption above are the directors who favor the affiliation. Defendants Berthoud Clifford, Dr. M. F. Engman and Charles M. Huttig, the minority members of the Barnard Board of Directors, who dissented from the action of that Board accepting the contract of affiliation filed a separate 'Affirmative Answer' opposing the affiliation, but did not appeal from the decree dismissing their separate answer.
The defendants John R. Shepley, Chas. M. Rice, Robert B. Smith, Edwin S. Jones and Rt. Rev. William Scarlett, in their capacities as trustees of the testamentary trust under the will of George D. Barnard (and whose removal as such trustees is prayed in the petition) filed a separate answer and have filed a separate brief here. The first four above named trustees are also members of Barnard's Board. The city of St. Louis has filed an amicus curiae brief.
It is alleged in the petition that Barnard was built, founded and organized by gifts from George D. Barnard and his wife (who lived in St. Louis) made on condition that the services of the hospital and of its medical staff would be furnished free to indigent persons afflicted with cancer or skin diseases, and that Barnard's present corporate name remain unchanged; that such services are now being furnished by Barnard free of cost; that the Directors of Barnard, under the affiliation contract, now propose to sell the present Barnard hospital buildings at Theresa and Washington Avenues in St. Louis, acquire a tract of land at the Washington University Medical Center in St. Louis to erect thereon a building to be called The Barnard Free Skin and Cancer Hospital to be used to there treat persons suffering from cancer and skin diseases, and to there operate the same in conjunction with the Wohl Cancer Hospital, Barnes Hospital, McMillan Hospital, the St. Louis Children's Hospital and the Maternity Hospital, all in the Washington University Medical Center. The petition also charges that if said affiliation is effected there will be no free clinic and that the present medical staff of Barnard 'will be disbanded'. The petition prays that defendants be enjoined from carrying out the contract of affiliation with Washington University, it being alleged that such plan 'would be a distinct departure from the intention of the original incorporators' of Barnard, that it violates Barnard's charter of Articles of Agreement, certain conditions of certain deeds of gift and the George D. Barnard testamentary trust and will result in abandoning the present Barnard Hospital and free clinic.
Barnard and the 21 majority directors in their joint answer denied the most of plaintiff's petition, and admitted they had approved and accepted the affiliation contract. They also counterclaimed for declaratory judgment relief. They pleaded the purposes of Barnard's charter, the contract of affiliation, the certain deeds of gift from and the wills of George D. Barnard and wife, the benefits to accrue from affiliation and the financial problems now facing Barnard; they prayed the Chancellor to construe Barnard's charter, the contract of affiliation, the deeds of gift and the wills of George D. Barnard and wife; and to declare their rights, powers and duties under those instruments with respect to the contract of affiliation and to approve the contract of affiliation and decree Barnard's acceptance thereof.
The separate answer of the defendant trustees denied most of the allegations of plaintiff's petition and alleged that (1) Barnard has not had and does not have 'a sufficient amount of money to assure the continuity of its maintenance for the future in an efficient manner so as to render its greatest public service', (2) it is the intent of the proposed affiliation to operate the proposed new hospital in accordance with the gift deeds and the trust, and to carry on Barnard's services, (3) the name of Barnard will not be changed, and (4) that in Mr. Barnard's will, other than the restriction as to any change in Barnard's corporate name, there is no restriction upon the continued payment by the trustees of the income of the trust to Barnard. It was specifically denied that the will of Mr. Barnard provided that the payments from the trust to Barnard should terminate if Barnard should cease to afford free treatment. The trustees' answer also adopted the allegations of Barnard's counterclaim for declaratory judgment relief and joined in Barnard's prayer for a declaratory judgment.
The paramount issue before the Chancellor and now before this court is whether the approval and acceptance of the affiliation contract by Barnard's Board of Directors was within Barnard's charter powers and the provisions of the hereinafter referred to deeds of gift from George D. Barnard and wife, and their wills. The above mentioned documents were received in evidence, but all are too long to be set out or even digested in this opinion. The issues presented to the Chancellor mixed questions of law and fact upon which he properly received evidence. Evidence was received as to meaning of the documents defining the purposes of Barnard and the power of its directors, and the meaning of the documents of affiliation; whether there was any conflict between the contract of affiliation and Barnard's purposes and powers; whether the acceptance of the contract of affiliation was a reasonable exercise of the discretionary powers of Barnard's Board of Directors; and whether the proposed affiliation is in fact reasonable and desirable for the better care of indigent cancer and skin disease patients.
The evidence in the case and the exhibits received and filed here took a wide range. The transcript contains more than 800 pages. Forty-three documentary exhibits were introduced. Some of the exhibits are forty typed pages in length. The history of this public charity, its service to the public, the economic situation confronting a free hospital in this inflationary era, the modern trend to medical centers, and the claimed benefits as well as the claimed detriments of the proposed affiliation have received much attention in the oral testimony of witnesses who had quite definite views on those matters. Among the witnesses were men outstanding in nearly every field of medicine and research, and men outstanding in the business world. There are many disputes of fact and differences of opinion in the testimony. Not even the men of medicine agreed with each other. The evidence has been carefully examined but it is impossible to even refer to all of it within the limits of this opinion. But this is largely a fact case. And many facts must be here stated.
What is now Barnard was first organized by pro-forma decree in 1905 as The St. Louis Skin and Cancer Hospital, under Article XI of Chapter 12, of RSMo 1899, as a benevolent corporation. A society was organized of those interested in the hospital. Certain of them agreed to and did make substantial contributions. Defendant Dr. M. F. Engman is the only surviving incorporator. He is now one of the three dissenting directors. The original hospital was at Jefferson and St. Charles Streets. On May 29, 1908 George D. Barnard and wife by deed of gift conveyed a tract on Forest Park Boulevard and gave the St. Louis Skin & Cancer Hospital $86,500 and the real estate to erect suitable hospital buildings thereon. The Barnards then concluded that tract was unsuitable and it was sold. On January 26, 1909 they conveyed by a similar deed of gift the present tract at Theresa and Washington Streets to the St. Louis Skin & Cancer Hospitl on the condition it would erect a suitable hospital on that tract. Erection of that (the present) building was completed in 1910. It has been in use now for 42 years. The gift deeds from Mr. Barnard and wife were subject to these express conditions: (1) use of the $86,500 to erect on the tract and equip the hospital to be used in carrying out its objects; (2) change of the corporate name to, and to forever remain, 'The Barnard Free Skin and Cancer Hospital'; (3) the hospital to be and remain a free hospital for the indigent; (4) the property not to be alienated, except that if, 'by reason of the changes of conditions surrounding the location', the Board should determine that the location 'has become unfavorable for the maintenance of the hospital'; and other conditions unimportant here. The above conditions were...
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