Organized Charities Asso. v. Mansfield

Baldwin, C. J. It is apparent from the letter of March 22d that Mrs. Boardman delivered her note of that date to Mr. Fields with a view of making a gift, by way of endowment, of $10,000 for the use of the plaintiff. She made the note payable to his order, and provided for the investment of its “proceeds” by him for the plaintiff’s benefit. He drew up the two papers as her agent, and it is not found that he received them, after they were executed, in any other capacity. The fact that he was a director of the plaintiff is, standing alone, not sufficient, as matter of law, to establish its representation in this transaction by him, and so a delivery to it. It had not made him its agent for any such purpose, and he did nothing to indicate that he considered such an agency to exist. Farrel Foundry v. Dart, 26 Conn. 376, 382. His deposit of the papers in his own box at the bank, rather than in Mrs. Boardman’s, was not inconsistent with a purpose to keep them within his own control in order to carry out her directions for constituting an endowment fund. The finding of facts by the Superior Court does not show that the note was of a testamentary character. It states that while Mrs. Boardman was ill .at the time in question, she was not so ill as to indicate to Mr. Fields that her death would occur within a short time. Had he, during her life (his authority from her remaining unrevoked), replaced the note by $10,000 in cash or securities, and notified the plain *508 tiff of the facts, he would have become its trustee with respect to the fund so coming into existence. But he would have become such by virtue of acts done in the course of a continuing agency for Mrs. Boardman. She had not given him a power coupled with a trust, but only a power to establish a trust. Her death before he had executed this power revoked it. A power coupled with an interest may survive, but only if coupled with an interest or estate in the thing itself which is the subject of the power. Mansfield v. Mansfield, 6 Conn. 559. No such interest and no such estate ever became vested in Mr. Fields or in the plaintiff. That his own act might have created the investiture, is immaterial, so long as the act was wanting. There was no present gift to Mr. Fields, either individually or in trust. The note was indeed in legal effect sufficient authority to the National Tradesmens Bank to pay $10,000 to him or his order out of any funds on deposit with it to the credit of Mrs. Boardman. General Statutes, § 4257. But such a paper, while remaining in the hands of the payee, and never made known to the bank, could constitute no gift. Thresher v. Dyer, 69 Conn. 404, 411, 37 Atl. 979. The knowledge of its existence by Mr. Fields was not notice to the bank, because of the fact that he was its president. We have held that the knowledge of the president of a corporation of its ownership of certain property might be imputed to him when acting in another capacity, if otherwise the corporation would be defrauded of its due. Brown & Bros. v. Brown, 56 Conn. 249, 14 Atl. 718 ; 58 Conn. 85, 89, 19 Atl. 236. But in the case at bar the bank had no interest in the disposition of Mrs. Boardman’s funds in its hands. It was a mere stakeholder. Whether its president did or did not know that a check had been drawn in favor of a particular party, the existence of such a check could neither add to nor subtract from its liabilities. He *509 was therefore under no duty to communicate his knowledge to the bank. Notice to it under such circumstances is not implied. It is urged that if the gift were incomplete, it should have been made complete by the exercise of the equitable powers of the court. To any gift of property inter vivos two things are necessary: a delivery of possession to the donee, and an intent that with the possession the title shall immediately pass. Main’s Appeal, 73 Conn. 638, 640, 48 Atl. 965. It is true that gifts to charities are so highly favored that trusts for such purposes may be established and carried into effect, where, if not of a charitable nature, they could not be supported. Woodruff v. Marsh, 63 Conn. 125, 38 Amer. State, 346, 26 Atl. 846. But there must be a gift or trust, before questions can arise as to the validity of its provisions. It was certainly not the intention of Mrs. Boardman to make any beneficial gift to Mr. Fields. Whether he acquired the note individually or as her agent, the title to the money which it called for did not then pass to the plaintiff. Future action of some kind was necessary in order to bring the corporation into any legal or equitable relation to Mrs. Boardman or to any one claiming under her. It was never her intention that it should gain title to the note. It was not to receive a legal title to anything, and its equitable title was to extend only to an endowment fund to be constituted at some future time by means of moneys received from the note. The facts therefore do not constitute a gift. Nor was a trust established which a court could enforce or effectuate. A trust of that nature in personal estate arises, inter vivos, only when specific property is transferred by the owner to one who is not to hold it as his agent but receives it for the benefit of another; or when the owner of specific property, without making any transfer, .declares that he holds *510 it for the benefit of another. If Mrs. Boardman can be said to have made any transfer of property, she made it to one who was to deal with it as her agent. But she made no transfer of property, and her agent, Mr. Fields, made none. Nor did she or he make any declaration that any specific property was held by either for the plaintiff’s benefit. None was, in fact. She only intended that Mr. Fields should thereafter set apart 110,000 as an endowment for it, and this he never did. The subject of the proposed trust, therefore, did not come into existence. In whatever light the transaction be regarded, she left it incomplete. The plaintiff could not have maintained an action during her lifetime, against either her or Mr. Field, for an account of any property held for its use, or for any other equitable relief. Her death gave it no greater rights against the executors or the legatees under a general residuary bequest for charitable purposes, whose rights they are properly defending. McNamara v. McDonald, 69 Conn. 484, 61 Amer. State 48, 38 Atl. 54 ; Young v. Young, 80 N. Y. 422, 437 ; Flanders v. Blandy, 45 Ohio St. 108, 12 N. E. 321 ; Milroy v. Lord, 4 De Gex, F. & J. 264. This is not the case of a settlement resting on a valuable consideration, or one on the faith of which the party claiming to benefit by it has taken action by which he will suffer detriment. Even in case of a charity, an imperfect gift will not be turned into a declaration of trust, for no better reason than that it is imperfect. Courts sometimes relieve against defects in conveyances to charitable purposes where there is simply uncertainty as to who are meant to be the trustees or the cestuis que trustent. They do not supply conveyances, where there aré none. 2 Perry on Trusts (5th Ed.) § 739; 3 Pomeroy on Eq. Jurisp. § 997. The Superior Court was asked for the benefit of one charity, in- favor of which Mrs. Boardman had contemplated the future establishment of a trust, to take from another charity what she had effectually and immediately be *511 queathed to it. Were the equities no more than equal, the legal title would prevail. But the residuary legatees have a superior equity, because their claim is under a present and perfect gift, while the plaintiff’s is inchoate and, unless it can be helped out by judicial action, ineffectual. There is no error. In this opinion the other judges concurred.