Rogers v. Danby Universalist Society

The opinion of the court was delivered by Davis, J. Several questions raised in this case must be considered as definitely settled by the cases of Geer v. School District No. 10 in Richmond, 6 Vt. 76, and Sawyer v. Meth. Ep. Society in Royalton, 18 Vt. 405. Such, in particular, as concern the right of an individual to bring a suit at law against a corporation, of which he is a member, — the right of one committee-man, or trustee, or agent, among several jointly constituted, to recover in his private character, in this form of action, for services and expenditures performed qnd made on his own private account for the corporation, — and [191] the power and authority of these subordinate agencies to pledge the responsibility of the body, for whom they act, to each other individually, as well as to any other persons. There is, perhaps, some incongruity in thus allowing a person to act in this double capacity, as an agent for the corporation contracting with himself as an individual. Some feeling of this kind seems to have suggested to the judge, who delivered the opinion of the court in the first case cited above, the remarks in relation to the authority of a majority of a building committee to enter into a contract with another member. I apprehend, however, there is no occasion to resort to a supposition of this kind. Whether a majority, or the whole, act, the party contracted with may, as well as any other, participate in the bargain. It is, in effect, an application of the same principle, which sanctions a contract between any corporation and an individual member. It is doubtless true, as suggested in the dissenting opinion of Phelps, J., in the same case, that there is reason to apprehend favoritism and partiality in such cases. So there is reason to apprehend partiality and perjury in permitting a party to establish his right to recover by his own oath. Neither in one case, nor the other, is the danger so imminent, as to justify the establishment, on principles of policy, of an irrefragable rule adverse to the received doctrine. Partiality, in any given case, so gross as to amount to fraud, will, when sustained, necessarily defeat the contract. Other objections have been made to the plaintiff’s right to recover in this case, which it becomes necessary to consider. It is urged, that no such corporate body as the Danby Universalist Society existed. That certain persons, in that town, on the first of March, 1833, entered into an association for the purpose of building a meeting house in the town, under a written agreement containing a variety of articles, providing for the election of three trustees, a secretary, treasurer, &c., which was subscribed by a number of persons, is admitted. But it is denied, that the association is in the form prescribed by the statute of Nov. 10, 1814, in addition to that of Oct. 26, 1797, or that it had any reference to either of those statutes, or that any intention existed to form á body corporate and politic. On examing the articles and constitution subscribed, it is apparent, that the statute form is not followed in several particulars; [192] chiefly in'the following; that the subscribers do not describe themselves as inhabitants of Danby, or any other town, and make no reference to the first- section of the statute of 1797. Nevertheless, as the purpose for which the association was formed is one expressly contemplated in those statutes, the form adopted is substantially in conformity to the one prescribed, and no words are inserted indicating an intention not to form themselves into a corporate body, we have found no great difficulty in coming to the conclusion, that such a body was duly constituted. The machinery provided in the articles for carrying on conveniently the common concerns of the association, such as the election of a president, vice-president, secretary, treasurer, trustees, prudential committee, &e., all to be chosen annually, to hold office until others should be elected, subject to removal, however, by a vote of two thirds of the members, — most of which would be quite unnecessary in a mere voluntary association of individuals for a temporary purpose, — would seem naturally to impel us to the same conclusion. A farther objection is made on account of the amount expended for the house being nearly five thousand dollars, while by Art. 7 the capital stock is fixed at two thousand five hundred dollars, and the whole amount actually subscribed was something less than that sum. There is nothing in the law, or in the articles, unless it be the one cited, limiting the responsibilities the corporation may incur in the prosecution of their object, nor the property, real, or personal, which they may lawfully hold. Another article determines the location of the house, the size, number of stories, the interior and exterior style of finishing, &c. The trustees were directed to proceed with the undertaking, as soon as the aggregate amount of subscriptions should reach the sum of fifteen hundred dollars. It is probable, that, when these matters were arranged, it must have been known, that the house would, or at least might, cost more than $2,500; at all events no restrictions, in that respect, were imposed upon the trustees. Were the question, then, one directly between the defendants on the one side and the three trustees, acting jointly in that capacity, on the other, we could not say, from any facts disclosed in the report of the auditor, that they transcended in their expenditures the authority vested in them. Neither improviidence nor extravagance are shown; and the house, such as it was, [193] was subsequently accepted, dedicated, occupied and improved by the defendants for the purpose contemplated. Still less should we be inclined to say, when the duly authorised agents of the defendants contracted with an individual to furnish materials, or perform labor on the house, that his right to recover compensation therefor must depend upon the final contingency, that the whole amount of similar contracts, previously and subsequently made, should not transcend the instructions of the principals. Though that individual should happen, as in this instance, to be one of the agents, it could not vary the principle, though its absurdity and injustice might be somewhat less obvious. But we do not regard the article, fixing the amount of capital stock, in the light of an instruction, or limitation, as to the expense of the house. It seems rather to have indicated the amount of funds to be raised in the first instance in that particular mode. A similar objection was raised in the case of Sawyer v. Meth. Ep. Soc. in Royalton, depending upon a somewhat different state of facts. The decision of the county court in respect to the notes taken by Bucklin was clearly right, — as also in respect to the claim, that an amount should be deducted from the plaintiff’s account, equal to his proportion of the outstanding debts of the society, taking his subscription and the aggregate of all the other subscriptions as the basis of computation, — making the sum of about four hundred dollars. The plaintiff, as a member of the corporation, will be liable, like any other members, to an assessment, or otherwise, if any are so liable, for the payment of this debt, and all other debts, which the society owe. But we have no occasion to determine in what manner this judgment is to be satisfied. The amount for which the plaintiff is entitled to recover cannot be affected by considerations growing out of contingent liabilities hereafter. The judgment of the county court is affirmed.