Stevens v. Willard , 43 Vt. 692 ( 1870 )

By the Court.

The Newbury Seminary was instituted and became a corporate existence. by virtue of the act of the leglslature in 1838, constituting its charter. That charter was the consummation of the preliminary steps taken to found and put in operation the seminary at that place. It was the mode taken by the agents of the conference for carrying into effect, according to what all parties concerned understood it to be, the undertaking on the part of such agents and said conference, in consideration of the 16000 subscribed for the purpose and upon the proposal of establishing the contemplated seminary at Newbury.

It seems plain that the parties concerned contemplated and understood that the institution would have just the kind and duration of permanency at that place that the charter gave it. When the enterprize had resulted in the corporation created by the charter, and was carried into effect under that charter, that corporation had vitality, functions, powers, rights and duties from the charter alone. In these respects it was no longer subsidiary to the will of the conference. The conference no longer owned the property, nor had it authority to control or dispose of it. It was vested in the corporate trustees, to be held and administered upon the trusts and for the uses appointed in the charter. By recurring to the deed of the real estate, it will be seen that the language is very specific and rigid, viz: “ for the use and benefit of a literary institution by the name aforesaid of the Newbury Seminary which is established by law at Newbury aforesaid.” _ Then by recurring to the charter it will be seen that § 3 is equally specific and rigid in the language by which the trustees derive their powers under the charter, viz: “ to take by gift, grant, &c., for the use of said institution or the promotion of education therein, &c., and the same to receive, hold, use and appropriate in their discretion and in pursuance of the will of the donors, for the use of said institution and in promotion of the objects of its establishments

These provisions of the charter and the deed, taken in connection with the fact that the charter locates the seminary at New-bury both by name and in fact, would seem to be conclusive that the trustees, under the charter, have the sole and exclusive authority to hold and administer the property of the corporation, and that such authority is limited to the trusts, uses and purposes prescribed by the charter, viz: “ for the use of said institution and in promotion of the objects of its establishment.”

The Conference Seminary and Female College, established under the charter of 1865 at Montpelier, is a distinct and independent corporation, and stands in no character or relation of successorship to the Newbury seminary. The fact that it has been brought into existence by the efforts of the conference, and has supplanted the Newbury seminary in the affections and patronage of the conference, gives it no corporate rights as against the other institution, nor does it take from the old institution any tittle of its legal status as a corporation under its charter, or of its rights and immunities in the eye of the law as an institution of learning.

Hence it was no more within the legitimate province of the trastees of Newbury seminary to sell or remove the property of that institution for the purpose of giving it to the Montpelier institution, than for any other, not immoral, purpose. For them to do so was to act in direct contrariety of the terms and meaning of the language by which their powers, duties and purposes as trustees were conferred and prescribed, and for the destruction, instead of the maintainance, of the institution in whose service and for the promotion of whose interests they were holding their places and had been clothed with their official powers.

Under these views, and upon the facts shown under the pleadings, the orators are entitled to interpose and invoke the court of chancery to prevent the trustees from disposing of and appropriating the property of the Newbury seminary, in the manner and for the purposes avowed by them.

This view of the case relieves this court from any occasion to consider and decide any other questions made on the argument, and we purposely refrain from intimating an opinion on those questions.

The decree of the court of chancery is affirmed, according to the mandate of this court.

It is understood, since the decision affirming said decree was announced, that Judge Wilson dissents.