Citation Numbers: 82 Mich. 94
Judges: Grant, Other
Filed Date: 8/1/1890
Status: Precedential
Modified Date: 9/8/2022
Hillsdale College was organized in 1855, under an act of the Legislature providing for the organization of corporations for the purpose of founding and establishing a college, seminary, academy, or other institution of learning. How. Stat. § 4373. Twenty-five
Defendant Bideout, for some time prior to 1870, carried on a commercial and business institute in the city of Hillsdale. On June 6, 1870, he made a proposition to the complainant as folloAvs:
“1. To remove the Commercial College to Hillsdale College, annex and conduct it nominally as a department.
“2. That said commercial department occupy such part of the college edifice as may be agreed' upon with the building committee, the undersigned paying rent therefor at such rate as may be agreed upon.
“3. That the said commercial department be provided by the undersigned with at least $2,000 worth of furniture and fixtures of quality fully equal to appurtenances usually found in connection with commercial colleges, and that it shall be open to receive students at the beginning of the fall term of the next college year.
“4. That said commercial department shall be conducted by the undersigned without expense or liability to said college.
“5. That students of said department pay to said college matriculation fees, and be subject to discipline, the same as students of the college proper.
“ 6. That the undersigned have a voice and vote in the faculty of said college upon all matters related to discipline in said commercial department.
“A. C. Bidkout.”
The board of trustees held several meetings, and on June 28, 1870, made an agreement in Avriting with Bide-out by Avhich the college leased to him a certain portion of the college building to be occupied by the commercial department of Hillsdale College, and for no other purpose whatever, the department to be called and known as the “ Commercial and Telegraphic Department of Hills-dale College.” The students of that department were to
This arrangement continued until March, 1874, when the building was destroyed by fire. June 17, 1874, the board of trustees passed a resolution for the erection of a building suitable in size and architectural style, upon the college ground, for the use of a commercial department, provided such conditions and relations to the college could be mutually agreed upon as should be satisfactory, the said commercial department to furnish the means for constructing said building. June 30, a committee was appointed to confer with Rideout to arrange and recommend details, and 'report at a future meeting. July 23, this committee reported, and the following resolution was adopted:
“ Resolved, That A. O. Rideout be authorized to raise funds for the erection of the building in the group of college buildings to the west, and in a line with the center building, with the understanding that such part of said building as may be necessary shall be set apart for the use of the commercial department of Hillsdale College, and that the remainder shall be appropriated to gentlemen’s dormitories, with the further understanding also that those having charge of the commercial department shall enjoy all the rents arising from the commercial building, upon condition that they be at the expense of keeping it in necessary repair; and, in case A. C. Rideout raises the funds adequate to the erection of the commercial building, the commercial department shall sustain the relations to the college herein set forth:
“ 1. The college shall not be liable for maintaining the commercial department, but said department shall be self-sustaining.
*99 “2. Commercial students shall, as others, pay to the college the usual matriculation lee.
“3. Commercial students shall be under the same general regulations as others in the college.
“ 4. The commercial department shall be represented in the faculty of college, the numbers from the commercial department and kind of representation being determined from time to time by the board of trustees. At present Prof. A. C. Eideout and W. A. Drake shall enjoy such representation, being entitled to a voice in all matters pertaining to the government of the college.”
This was accepted by Rideout, and the necessary funds were raised, and the building known as “ Griffin Hall ” was erected. It was a ’ substantial structure, built with walls of brick and stone, permanently imbedded in, and attached to, the soil. Scholarships for that department were sold, and the funds were largely realized in that manner. These scholarships were dated April 13, 1875, and were payable in monthly installments at 10 per cent, at the Second National Bank of Hillsdale, to be held in trust until such time, not exceeding 10 months from date, as it should be announced by authority of the trustees that a sufficient amount had been secured to insure the erection of the building. If a sufficient amount was not secured within the time, then the sums paid were to be returned to the subscribers.
December 16, 1875, Rideout notified the prudential committee of the board that he had nearly sufficient funds subscribed, desired to make contracts for material, and asked for suggestions as to general exterior appearance. The committee met December 17, and appointed a subcommittee to decide who should be authorized to make contracts, etc., and report at a future meeting. December 21, the following resolution was adopted by the prudential committee:
“Vheeeas, it appears that a subscription has been secured nearly sufficient to make sure the erection of the*100 building to be occupied by the commercial and telegraphic department of Hillsdale College, with a prospect of the remainder being secured before January 1, 1876; therefore,—
“Resolved, that A. C. Rideout be authorized to notify the subscribers, according to the considerations of the subscription, when, in his judgment, the additional amount necessary to make sure the erection of said building shall have been duly pledged, and that he be further authorized to collect the subscriptions, and expend the same for material and labor to be used in the erection of said building; it being understood that said building is to be erected in accordance with the general plan of the group of college buildings, and of a style to correspond, and that the plans of said building shall first be submitted to this committee, and be approved by it; and it being further understood that no liability attach, in any way, to Hillsdale College in connection with said building.”
Hpon the completion of the building it was occupied for the purposes indicated, and a commercial and telegraphic department was carried on under the direction of Rideout. Many of the students occupied dormitories, and some of them boarded in the general boarding-hall of the college, located in another building.
July 12, 1884, Rideout made a contract with his co-defendants, by which he agreed to let and hire to them several rooms in Griffin Hall, for the purpose of keeping a dwelling and school boarding-house, the lease being for five years. This required certain alterations to be made in the building. Notice was served upon the defendants forbidding the changes and the use of the building for the purposes mentioned. Defendants refused, and complainant filed a bill in equity to restrain the proposed action of the defendants, and for a determination of the rights of defendant Rideout in Griffin Hall. Defendant Rideout answered, denying the right of the -complainant to relief, and claiming the right to use the building for the purposes mentioned in the lease, and also asking the benefit of a cross-bill to determine his rights in the building.
Defendant Rideout claims the absolute right to control this department; that it is not an organic part of the college; that he has a right to supply boarding facilities in the building, to make any changes he desires; and that he is the owner of the building; and that the equitable estate in that part of the land upon which the hall stands, together with the building, appurtenances, and hereditaments thereunto belonging, were granted, and vested in him. The claim of the defendant Rideout is stated by his learned counsel as follows:
“That the resolution of July 23 is a conveyance; that the building is his property, without any qualification or*102 limit, so long as used by him, his heirs, successors,' or assigns, for the purposes of his school; or if not a conveyance, then a grant in the form of an irrevocable license, coupled with an interest; and that the estate thus created in said Rideout is one of perpetuity and inheritance.”
The board of trustees consisted of 35 members, and this prudential committee appointed by the board was intrusted with the general charge of the interest of the-college, and special care of the buildings and real estate of the college, during the intervals between the meetings of the board, and all their transactions were made subject to the articles of association, the by-laws, and general action of the board.
Decree affirmed, with costs of both courts.