Vincent v. Chapman , 10 G. & J. 279 ( 1838 )

Archer, J.,

delivered the opinion of the court,

The proceedings of the vestry of July 1815, did not constitute a contract, involving the personal liability of the members of the vestry. It was a corporate act, pledging corporate funds, to any one who would on the faith of those funds, .proceed to build'the church.

The contracts with the workmen, and those furnishing materials, made by committees of the vestry, of whom the complainant’s intestate was one, as also the subsequent proceedings of the 'vestry, confirm the correctness of this view of their resolutions.

The nominal amount of the- funds within their control, and which it was supposed would' ultimately be available, the subscriptions, the expected proceeds from pew sales, and the lottery grant, was adequate to the expenditures contemplated, and doubtless this amount was at that time expected-to be ultimately realized.

In such event, no personal liability would have-been claimed, because- no monies would be necessary.

Unfortunately, however, the total failure of the lottery grant to produce any pecuniary advantage, made it necessary to the appellee’s intestate to look to other sources of reimbursement, for the large-expenditures which in his zeal for the church he had incurred.

It is certain that, after the deficiency was manifested, some-of the members of the vestry appear to have supposed themselves personally liable, but they did not act .to fix that liability upon themselves, and their mistaken opinion as to the nature and extent of their liabilities, will neither vary the legal interpretation of the instrument which is relied upon as a contract, nor entitle the appellee to- recover a claim not otherwise-well founded.

For these reasons the court must reverse the decree and dismiss the bill.