Walker v. Taylor

• Decision Date: 21 December 1911
• Parties: WALKER v. TAYLOR.
• Court: Illinois Supreme Court

252 Ill. 424

96 N.E. 1055

WALKER

v.TAYLOR.

Supreme Court of Illinois.

Dec. 21, 1911.

Appeal from Circuit Court, Rock Island County; F. D. Ramsay, Judge.

Action by Myra Walker against W. E. Taylor, administrator. From a judgment for plaintiff, defendant appeals. Affirmed.

Peek & Dietz, for appellant.

George W. Wood, for appellee.

FARMER, J.

This is an appeal by appellant, who was the defendant below, from a decree of the circuit court of Rock Island county, granting the relief prayed in a bill in chancery filed by complainant below, Myra Walker, and Myra Walker as executrix of the last will and testament of George W. Walker, deceased.

The material facts out of which the litigation arose are as follows: On the 15th day of April, 1890, George W. Walker, husband of Myra Walker, was the owner of certain real estate near the city of Moline, a part of which is involved in this litigation. On the day mentioned, he and his wife executed and delivered to Frank W. Gould, trustee, a warranty deed of conveyance for said land. The consideration paid for the deed was $12,000; $8,000 of that amount being paid to Walker in cash. There was a mortgage of $4,000 on the land, and the conveyance was made subject to this mortgage, which was agreed to be paid by the grantee. On the same day the deed was executed and delivered to Frank W. Gould, the latter, together with John M. Gould and Charles M. Hill, executed an instrument, reciting that they were held and firmly bound unto the East Moline Improvement Company, a corporation organized under the laws of the state of Iowa, with its principal place of business at Davenport, in said state, in the sum of $12,000. The instrument recited that some question had been raised as to the right of the improvement company to hold and convey real estate in Illinois, and to avoid that question the board of directors of the East Moline Improvement Company had selected Frank W. Gould, as trustee, to hold title to the land for the use of said corporation. The instrument recited that the conveyance was made to Gould, as trustee, but that he had not paid any of the consideration, but the same was paid with the money of the corporation, and that Gould held the land for said corporation, to be conveyed to such party or parties and upon such terms and considerations as the corporation might from time to time direct; the proceeds to be turned over to the corporation. The instrument provided that if Frank W. Gould should faithfully perform the trust, and upon reasonable demand account for and pay over to the corporation the proceeds of sales of any of said land, and convey and turn over to a successor in trust the title to the property and all money in his hands when required so to do, the instrument should be void. The East Moline Improvement Company was incorporated under the laws of the state of Iowa on the 11th day of March, 1890. The purpose of the incorporation was: ‘The general nature of the business to be transacted by this corporation shall be the acquiring purchasing, holding, improving, building upon, leasing, selling and conveying real estate and improvements and buildings and other appurtenances belonging thereto, including the platting and laying out of real estate into town or city lots; also the acquiring, purchasing, holding, selling and transferring of mortgages, bonds, promissory notes, judgments and all kinds of negotiable paper, and also the loaning of the funds of the corporation. All and singular the above powers may be exercised in any of the states or territories of the United States of America.’ The corporation had an authorized capital stock of $12,000, which was the consideration paid Walker for the land. It was paid by the subscribers to the stock of the corporation, who received stock representing the interest that they, respectively, had in the corporation. No other stock was ever issued by the corporation. Gould, the trustee, executed and filed for record, June 4, 1891, a plat of part of the land, laying it out into lots, blocks, streets, and alleys as the East Moline addition to the city of Moline; and in 1898 he executed and filed fo record a plat of another part of the land, laying it out into lots, blocks, streets, and alleys as the Mineral Springs Park addition to the city of Moline. A portion of the land, as we understand it, has never been laid out into lots and blocks. Gould from time to time executed and delivered to purchasers of lots deeds therefor, as directed by the corporation, and also executed contracts to other purchasers, agreeing to make conveyances when the lots were paid for. The money received was distributed to the stockholders of the corporation. The lots conveyed and contracted to be conveyed are described in the bill. Gould died intestate on or about the 20th of February, 1908, leaving Marcia L. Gould, his widow, and Florence Hale, his daughter and only a descendant and heir at law. Appellant, W. E. Taylor, was appointed administrator of his estate. The bill sets out the names of the stockholders in the East Moline Improvement Company, the number of shares owned by them, and the amount paid into the corporation. In September, 1898, the corporation filed with the Secretary of State of the state of Iowa a statement of the action of the stockholders of the corporation voting to dissolve said corporation. The resolution adopted by the stockholders recited that the company was completely dissolved, and that all parties holding any property of the company, in trust or otherwise, were authorized and directed to hold said property for and to account to the stockholders for their proportionate share. After the death of Gould, his widow and daughter executed a quitclaim deed to George W. Walker for the land in controversy, being a part of the land described in the deed from Walker to Gould. This deed was executed March 27, 1908, and on the 7th day of April following George W. Walker executed a declaration of trust, reciting the deed originally made by him to Gould, as trustee, the death of Gould, and the deed to Walker from his widow and daughter. The declaration recited that Walker held the land in trust for the parties contributing to its purchase and their assignees, according to their respective interests, setting out the names of the parties and their proportionate interests. George W. Walker died on May 5, 1910. He left a last will and testament, in and by which he devised all of his property to his widow, and appointed her executrix of the will. She, as a...