Town of Cody v. Buffalo Bill Memorial Association

• Court: Wyoming Supreme Court
• Writing for the Court: BLUME, Justice.
• Citation: Town of Cody v. Buffalo Bill Memorial Association, 64 Wyo. 468, 196 P.2d 369 (Wyo. 1948)
• Decision Date: 03 August 1948
• Docket Number: 2394
• Parties: TOWN OF CODY, WYOMING, a Municipal Corporation, and SCHOOL DISTRICT No. 6, of Park County, Wyoming, a Public Corporation, Plaintiffs and Respondents, v. BUFFALO BILL MEMORIAL ASSOCIATION, a Corporation, W. A. KEPFORD and S. N. LANDGREN, Defendants and Appellants, Mary Jester Allen, Hiram S. Cody, Francis A. Cody, Harry B. Cody, Individually and as Trustees for the Cody Family Memorial Board, Robert D. Dripps, the State of Wyoming, Mary Cody Bartholomew, of Vernon, New York, the Unknown Heirs-at-law and Devisees of Francis A. Cody, Harry B. Cody, and Robert D. Dripps, if deceased, Defendants

196 P.2d 369

64 Wyo. 468

TOWN OF CODY, WYOMING, a Municipal Corporation, and SCHOOL DISTRICT No. 6, of Park County, Wyoming, a Public Corporation, Plaintiffs and Respondents, v. BUFFALO BILL MEMORIAL ASSOCIATION, a Corporation, W. A. KEPFORD and S. N. LANDGREN, Defendants and Appellants, Mary Jester Allen, Hiram S. Cody, Francis A. Cody, Harry B. Cody, Individually and as Trustees for the Cody Family Memorial Board, Robert D. Dripps, the State of Wyoming, Mary Cody Bartholomew, of Vernon, New York, the Unknown Heirs-at-law and Devisees of Francis A. Cody, Harry B. Cody, and Robert D. Dripps, if deceased, Defendants

No. 2394

Supreme Court of Wyoming

August 3, 1948

APPEAL from District Court, Park County; C. D. MURANE, Judge.

Action by the Town of Cody and another against the Buffalo Bill Memorial Association, W. A. Kepford, and S. N. Landgren, and others, to quiet title. Judgment for plaintiffs, and the named defendants appeal.

Reversed with direction to grant cross-petition for reconveyance of property.

For the Defendants and Appellants, the cause was submitted upon the brief of Kerper and Kerper, and Goppert and Housel, all of Cody, Wyoming, and oral argument by Mr. Jerry Housel and Mr E. J. Goppert.

POINTS OF COUNSEL FOR APPELLANTS

The Buffalo Bill Memorial Association did not lawfully convey the property in question to the Town of Cody.

Charitable gifts and trusts are favorites of the law and of the courts and the courts will declare valid and give effect to said gifts and trusts where it is possible to do so consistently with established principles or rules of law. (14 C. J. S 427).

Provisions of instruments creating charitable trusts are favorably regarded by the courts, and are generally construed with the utmost liberality in order to carry out the laudable purpose of the donor. Bentley et al. v. Whitney Benefits (Wyoming 1939) 281 P. 186.

The Buffalo Bill Memorial Association is a charitable corporation and all property conveyed to it is deemed limited to the corporate purposes of the Association.

A gift will not be deemed charitable merely from the nature of the professional character of the devisee, unless, the devisee or legatee is an association or corporation organized and conducted solely for charitable purposes, in which case a gift to the society by name, without further restriction or limitation as to use, will be deemed to be made for the purposes for which the society was founded. 14 C. J. S. 427.

The circumstances under which the lands in question were acquired by the Buffalo Bill Memorial Association impressed them with the public trust, restricting their use for purposes in commemoration of Buffalo Bill. The funds for construction of the museum, monument and other buildings were granted by various donors with the understanding and purpose that they would be used for commemoration of Buffalo Bill, and the lands themselves were conveyed to the Association specifically for that purpose.

An express and specific limitation was placed on the real property here involved when the same was conveyed to the Buffalo Bill Memorial Association in the deeds of conveyance. In the Deed from Robert D. Dripps, a large portion of the real property here involved was conveyed to the Association in order to perpetuate the memory of Colonel William F. Cody.

The property in question was not legally conveyed to the Town of Cody by the Buffalo Bill Memorial Association.

As a general rule, the property subject to a general trust cannot be alienated by the trustees or charitable corporation to whom the property has been conveyed. City of Richmond v Davis (Indiana, 1885), 3 N.E. 130.

While the court may authorize a sale of trust property in a proper case, the power of the trustees to sell the property is dependent, primarily, on the trust instrument, and the manner in which such property is held by them--when, by the instrument creating the trust, the trustees are invested with express power to alienate, there is no room for question. Also the instrument is sometimes so worded as to confer upon them implied power to sell; but a power of sale does not arise by necessary implication from a power to make such use of the property as will most effectually carry out the wish of the donor or the testator. Where a sale is expressly forbidden, or where such a power has not been given expressly or impliedly, and a court of equity has not given its sanction, the trustees are without power to alienate, and in such a case the lands given to charity are deemed practically inalienable, it being the very essence of a charity that it shall endure forever. 14 C. J. S. 504-505. Waller v. Lane County, et al., (Ore. 1936) 63 P. 2d 214.

The Certificate of Incorporation of the Buffalo Bill Memorial Association specifically prohibits the trustees of the Association from alienating real and other property of the Association "without the consent of the legislature of the State of Wyoming".

A corporation has only such powers as are expressly or impliedly conferred by its charter. 19 C. J. S. 369.

The purported conveyances of the property to the Town of Cody were not authorized by the Board of Directors or the stockholders of the Buffalo Bill Memorial Association and were legally ineffective to convey any property of said Association. The By-Laws of the Buffalo Bill Memorial Association provide that five members of the Board of Directors shall constitute a quorum. Only four members of the Association were present at the Board meeting which purported to authorize transfer of the property to the Town of Cody.

A meeting at which a quorum is not present is not a legal meeting, and acts done at such meeting are not binding on the corporation. 19 C. J. S. 92-93. 13 A. J. 918; Alward v Broadway Gold Mining Co. (Mont. 1933) 20 P. 2d. 647.

The Town of Cody did not lawfully acquire title to and has not lawfully owned and operated the property in question. The restricted public use impressed upon this property is not a lawful use or function of the Town of Cody. The municipal powers of the Town are restricted to those expressly given by the State Legislature and are strictly construed, and the lawful Town uses for which the Town of Cody may accept and hold property do not include the memorial purposes and functions to which this property is limited. 37 A. J. 722, 725; 43 C. J. 195, 197.

Fosdick vs. Town of Hempstead (N. Y. 1891) 11 L. R. A. 715; Bullard v. Town of Shirley (Mass. 1891) 12 L. R. A. 110; Dailey v. City of New Haven (Conn. 1891) 14 L. R. A. 69.

The Town of Cody could not lawfully acquire, own and operate the property subject to the restrictions and burdens impressed thereon and contained in the Cody Family Deed.

The Town of Cody has no power or authority to employ any person or appropriate funds to pay any person a salary except for a lawful Town use, and the employment of a curator for the Buffalo Bill Museum and the relics and mementos therein, is not within the authority and powers delegated to the Town by the State Legislature.

Lands taken and held by a municipality under grant, will, gift, or dedication for a specific purpose are subject to the law of trusts, and may not be alienated by the trustee at will without lawful authority, even though the municipality itself is a beneficiary. If the trust is for the public the legislature, as supreme trustee, may authorize its disposition, subject, however, to any private right or trust therein. 43 C. J. 1344.

For the Plaintiffs and Respondents, the cause was submitted upon the brief of Littleton and Stedman, Meyer Rankin, and William J. Garlow, all of Cody, Wyoming, and oral argument by Mr. Martin W. Littleton.

POINTS OF COUNSEL FOR RESPONDENTS

The officers of a charitable corporation have power to convey its property when such conveyance is necessary to perpetuate the charitable purposes of the trust for which it was created. Hospital & Benevolent Ass'n. v. Arkansas Baptist State Convention, 4 S.W. 2d. 933, 176 Ark. 946. 14 C. J. S. Charities Sec. 72; C. J. S. Sec. 1014, 14a C. J. 373.

The jurisdiction of a court of equity includes power to: construe trust instruments, to remove or suspend unfaithful trustees, to correct irregularities in administration, or to protect the trust property from loss or diversion. 14 C. J. S. Charities, Sec. 49. A court of equity has a general and inherent jurisdiction, as incident to the administration of a charity estate, to order the alienation of charity property in a proper case. 14 C. J. S. Charities, Sec. 48. Waller v. Lane County, 63 P. 2d. 214, 155 Or. 160; Bentley v. Whitney Benefits, 281 P. 188, 41 Wyo. 11. First Congregational Society of City of Bridgeport v. Bridgeport, 99 Conn. 22, 121 A. 77.

Despite any lack of power that may exist in the trustee, it is recognized, except in one jurisdiction, that a court of equity has a general and inherent jurisdiction, as incident to the administration of a charity estate, to order the alienation of charity property in a proper case. 14 C. J. p. 354.

Alienation of trust property to carry out the original design of the donor may be permitted by a court of equity, though not authorized by the instrument, creating the trust or by legislative enactment. Matteson v. Creighton University, 105 Neb. 219, 179 N.W. 1009, 1010.

A court of chancery, in determining a dispute between litigants, regards and treats as having been done that which in fairness and good conscience ought to be done or should have been done. A court of equity will ratify that which was done without its authority when upon application it should have ordered it to be done, if there is no other method of doing justice. 19 A. J. Equity, Sec. 456, R. C. L. Equity, Sec. 133.

Equity regards as done that which ought to be done....