Young Men's Christian Ass'n v. Estill
| Decision Date | 18 July 1913 |
| Parties | YOUNG MEN'S CHRISTIAN ASS'N v. ESTILL et al. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
An oral promise to a charitable corporation to give a specific sum of money for the construction of a building, to be devoted to carrying out the design of such corporation, as soon as the work begins, is not a subscription to shares of stock of a commercial corporation, and is not within the clause of the statute of frauds which requires contracts for the sale of goods, wares, and merchandise to the amount of $50 or more to be in writing.
Where the time when the contract is to be performed depends on some contingency, it is within the statute of frauds, provided the contingency cannot happen within the year; but, if it may happen, it is not within the statute.
As a general rule, a promise to donate money to a charitable purpose is gratuitous and unenforceable, unless some consideration therefor exists. But a consideration of a promise to donate money to a charitable corporation is supplied where the corporation, during the life of the promisor, and before a withdrawal of the promise, and in reliance on his promise, as well as that of others, expended money and incurred enforceable liabilities in furtherance of the enterprise the donors intended to promote. The original gratuitous promise will thus be converted into a valid and enforceable contract.
(a) Civil Code, § 4246, considered in connection with foregoing ruling, as being limited to cases of mutual written subscriptions.
The publication in a newspaper, owned and controlled by a corporation of which the promisor was president and principal stockholder, and with his knowledge, and without repudiation by him, of a list of subscribers to a charitable corporation embracing his own, is relevant as tending to show an admission of the promisor to donate the particular sum to the charitable enterprise.
Error from Superior Court, Chatham County; W. G. Charlton, Judge.
Action by the Young Men's Christian Association against M. H Estill and others, executors. Judgment for defendants, and plaintiff brings error. Reversed.
Adams & Adams, of Savannah, for plaintiff in error.
Osborne & Lawrence, of Savannah, for defendants in error.
EVANS P.J. (after stating the facts as above).
1. A promise to donate money to a charitable corporation in furtherance of the design of its creation stands upon a different footing from a subscription to shares in a commercial corporation, in their relation to that clause of the statute of frauds which requires contracts for the sale of goods, wares, and merchandise to the amount of $50 or more to be in writing. In Hightower v. Ansley, 126 Ga. 8 54 S.E. 939, 7 Ann.Cas. 927, it was held that a contract for the sale of shares of stock in an incorporated company of the value of $50 or more fell within this clause of the statute. Should this holding be applied to a subscription for shares treating the corporation as selling shares to the subscriber, there would be no analogy to a promise to donate money to a charitable institution. A promise to buy shares in a commercial corporation is quite dissimilar from a promise to donate money to an eleemosynary institution. A promise of the latter kind does not fall within this clause of the statute.
2. The promise alleged was one to give $500 to the charitable corporation upon the beginning of the contemplated work of constructing a building in furtherance of the general corporate design. This contingency could occur within a year; and the rule is settled in this state that, where the time when a contract is to be performed depends on some contingency, it is within the statute of frauds requiring contracts not to be performed within a year to be in writing, if the contingency cannot happen within a year; but, if it may happen within a year, it is not within the statute. Burney v. Ball, 24 Ga. 505.
3. The Young Men's Christian Association is a charitable corporation, and its directors determined to erect in the city of Savannah a large building for the advancement of the cause represented by it, which was entirely charitable and benevolent. Several persons subscribed in writing, promising to give named sums of money for the accomplishment of the enterprise. When Mr. Estill was solicited for a subscription he promised to give $500 for the work as soon as the work of constructing the building began. The local newspaper owned and published by a company of which he was the chief, if not the only, stockholder, and managed by him, published a list of the subscribers, which included...
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