Town of Sheldon v. Sheldon Poor House Association

• Citation: 135 A. 492,100 Vt. 122
• Parties: TOWN OF SHELDON v. SHELDON POOR HOUSE ASSOCIATION
• Decision Date: 06 January 1927
• Court: Vermont Supreme Court

135 A. 492

100 Vt. 122

TOWN OF SHELDON v. SHELDON POOR HOUSE ASSOCIATION

Supreme Court of Vermont

January 6, 1927

November Term, 1926.

ACTION OF CONTRACT to collect taxes. Plea, general issue, and notice of special defenses. Trial by court at the April Term, 1926 Franklin County, Moulton, J., presiding. Judgment for the plaintiff. The defendant excepted. The opinion states the case.

Judgment affirmed.

Watson & McFeeters for the defendant.

F L. Webster and M. H. Alexander for the plaintiff.

Present WATSON, C. J., POWERS, SLACK, and FISH, JJ.

OPINION

SLACK

This is an action of contract in the form of assumpsit to recover taxes assessed in 1924. The plaintiff had judgment below on facts found and stated by the court and the case is here on defendant's exceptions. The questions for review are whether defendant owns the property on which the taxes in question were assessed, and if it does whether such property is exempt from taxation either under the terms of defendant's charter or the general tax laws of the State.

These facts appear from the findings, which are not excepted to: In 1846 the towns of Highgate, Swanton, Sheldon, and Franklin formed a corporation under the then law, under the name of the Sheldon Poor House Association. On March 28, 1846, one Burt conveyed a part of the real estate sought to be taxed to one Dewing, "in special trust for and for the sole benefit of the aforesaid towns of Highgate, Swanton, Sheldon and Franklin and to be used for the support of the paupers of the aforesaid towns and to be a place upon which the said paupers may reside and for no other purpose whatsoever." On May 4, 1855, one Perry conveyed to one Jennison certain other real estate sought to be taxed "upon the special confidence and trust hereinafter mentioned, that is to say in trust and confidence for the towns of Sheldon, Highgate, Enosburg, Franklin, Berkshire, Swanton and Fairfield, all in said county and State, for the purpose of supporting a Poor House for said towns so long as said towns may see fit and then to be conveyed by the said Jennison, his heirs and assigns, as said towns shall direct," etc. In April, 1870, one Olds, as administrator of one Marvin's estate, conveyed to the Sheldon Poor House Association, its heirs and assigns, another parcel of land which is part of the property sought to be taxed. On October 2, 1906, the directors of the Sheldon Poor House Association, by vote, instructed its law agent to have that corporation incorporated under the name of the Sheldon Poor House Association. Subsequently the Legislature passed an act incorporating the Sheldon Poor House Association, which act provided that the superintendents of the poor of the towns of Swanton, Highgate, Franklin, Berkshire, Enosburg, Sheldon, Fairfield, St. Albans Town, and St. Albans City, and their successors in office annually appointed or elected "are hereby constituted a body politic and a corporation by the name of the Sheldon Poor House Association," and (among other things) may receive property, real and personal, for the purpose of caring for, keeping and maintaining the poor people in such towns, etc. Act No. 423, Laws 1906. Section 1 of such act provides that said corporation--"may hold, manage and control the same (the property, real and personal, theretofore mentioned) in the same manner and form as is now provided for the control, management and operation of the Sheldon Poor House Association, and have all the powers incident to corporations, but in no way to interfere with the provisions of such Association as it is now managed and controlled." Section 3 of such act provides that, "Neither this corporation nor the several towns shall have any property rights in the real or personal property of the Sheldon Poor House Association, except such use as has already been assigned to it, or hereafter may be assigned to it, in newly acquired property of this corporation, by the donors, or devisors of such property, if any such shall be; and all property shall be used for the purposes designated; but all the property of the Sheldon Poor House Association now owned, occupied or possessed by the Sheldon Poor House Association for the purpose of such Association, now specified in the articles of such Association, and all that shall hereafter come to such corporation for such purposes, shall be held in trust by this corporation for the aforesaid purposes forever." Both the said Dewing and the said Jennison deceased prior to the passage of such act, and thereafter, one Abell was appointed administrator de bonis non of their respective estates, and,

after being duly licensed so to do in each instance, he conveyed the property formerly held by them in trust to the Sheldon Poor House Association by several deeds bearing date October 29, 1915. Since the passage of such act the Sheldon Poor House Association has occupied and possessed the premises sought to be taxed. It is also found that: "The corporate records of the Sheldon Poor House Association show no attempt at an organization of such corporation at any time since the Act of 1906 was passed, and there is no other evidence of such organization." In view of the other findings, we take the latter finding to mean no other evidence of actual organization.

While the act in question does not purport to be an amendment of the articles of the existing corporation, it seems to us that in the circumstances disclosed such is its real effect and that it should be so construed, which would make organization thereunder unnecessary. But be that as it may, the findings as we construe them, show that defendant was, at least, a de facto corporation. It had a valid charter under which the powers assumed by it might be lawfully exercised, and it had actually exercised such powers for nearly eighteen years,--had "occupied and possessed the premises here sought to be taxed" during all of that time, and in 1915 acquired title to the trust property formerly held by Dewing and Jennison. This was a sufficient showing of corporate existence to meet any challenge thereof made in this case. Montpelier & Wells River Railroad Co. v. Langdon, 46 Vt. 284; Bank of Manchester v. Allen, 11 Vt. 302; Searsburgh Turnpike Co. v. Cutler, 6 Vt. 315.

The defendant says, however, that such act did not pass, or attempt to pass, title to any property to defendant. Even so, defendant was thereby authorized to receive property, both real and personal, and "hold, manage and control the same in the same manner and form as is now provided for the control, management and operation of the Sheldon Poor House Association," etc., and it had acquired title to the Dewing and Jennison properties. This being so, these properties, at least, were taxable to defendant, if taxable to any one. Whether the real estate conveyed by Marvin's administrator to the Sheldon Poor House Association stands differently we do not inquire, since it is not claimed that it does. To hold these various pieces of real estate taxable to defendant in no way affects the trust obligations and limitations with which they were severally impressed by the original grantors.

It appears that when the bill which, as amended, became Act No. 423 was introduced in the Legislature, it provided (section 1), among other things, that the corporation might receive donations, gifts, bequests of money and other property, real and personal, "and be exempt from taxation," and also contained in section 4 the following: "And relieve the property held by such corporation, for the purposes aforesaid, from all taxes forever"; that it was amended by striking out all of the words above quoted and by adding a new section which reads as follows: "Sec. 5. The farm of the Sheldon Poor House Association shall be subject to no greater appraisal per acre than similar farm lands in that locality used and operated as farm property. Any valuation in excess of such appraisal shall be exempt from taxation. The farm house and barns are the only buildings to be taxed. The personal property shall be taxed subject to offset, if any, as in ordinary cases"; that as thus amended the bill passed the two houses and was approved by the Governor; that through error of the engrossing clerk the words, "and be exempt from taxation," which formerly appeared in section 1, were copied into the engrossed act made pursuant to the provisions of G. L. 320 and 370 (P. S. 255 and 292), and there appear as part of such engrossed act. In all other respects the bill which was actually passed and the engrossed act are alike.

The plaintiff contends that the bill as it finally passed the two houses and was approved by the Governor is the law, and, of course, controls; while defendant insists that by virtue of the provisions of G. L. 39, which are...