In re the Distribution of the Estate of Ticknor

Campbell J.: Benajah Ticknor made his will, providing for the investment of certain moneys, in which his widow was to have a life interest. Upon her death, that fund was bequeathed, in equal shares, to the Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States, the American Bible Society, the Seaman’s Friend Society, the Society for the Relief of Widows and Orphans of Deceased Clergymen of the Protestant Episcopal Church in Boston, Massachusetts, and the Tract Society of the Protestant Episcopal Church in' the United States. The first foru- Societies are incorporated under the laws of New'York and Massachusetts. The Tract Society is a New York Society,' not incorporated until quite recently, and since the application *to the Probate Court. The executors having applied to the Probate Court of Washtenaw County, (where the will was admitted to Probate,) showing the decease of the widow, and asking for an order of distribution, these legacies are' contested by the next of kin, jas rendered invalid by the statute of 1855, entitled “An Act concerning Churches and Religious Societies, establishing • uniform arules for the acquisition, tenure, control and disposition of property conveyed or dedicated for religious purposes, and to repeal Chapter 52 of the Revised Statutes.” — 1 C. L., 660. The clauses — 52 — sujDposed to be violated are. the latter part of Section 22, and Sections 24 and 25. It is provided in Section 22 that '“no corporation for religious, ecclesiastical, educational or charitable purposes shall be recognized as existing by the common law, the canon law, or by prescription, or in any other manner, excej>t by express statute of this State.” Sections 24 and 25 require certain formalities and conditions to be complied with before a devise or bequest to religious Orders or Societies, or to be controlled by them, can be maintained. , In order to determine whether this statute reaches the ■case before us, we must look beyond isolated phrases to the general tenor and design of the act itself It has always been a rule of construction, (and. our constitutional provision requiring- the purposes of a statute to be indicated by its title, is but an extension of this rule,) that the application of particular provisions is not to be extended beyond the general scope of a statute, unless such extension is manifestly designed. Legislatures, like Courts, must be considered as using expressions concerning the thing they have in hand; and it would not be a fair method of interpretation to .apply their words to subjects not within their consideration, and which, if thought of, would have been more particularly and carefully disposed of. We think this statute, when compared with the state of things before existing, has a plain and consistent meaning, which will not allow us to regard it as embracing foreign associations, unless they undertake to exercise their peculiar functions within our territory, as they might do if lawfully incorporated here. The general purpose of the statute is to revise the previous legislation concerning the incorporation of religious societies; to require them to become organized in such a way as to have suitable trustees representing the Society, and more especially to cut off all pretence of corporate capacity derived from any authority or system — 53 — of laws not known to our Courts, and not subject to our own supervision, so far as all the temporal posses-, sions of the church should be concerned. Having provided that all religious bodies assuming corporate existence, and the control of property, must be organized in such a way as is deemed safe and expedient under our statutes, the law then proceeds, in the same spirit, to prevent their* obtaining gifts from private bounty, by any means which would prevent the calm and deliberate action of the donor, when in the frill and uncontrolled dominion of' his will and mental faculties. It is impossible to read the statute together, without seeing its object to be the restriction and regulation of religious bodies exercising their functions here, and being therefore entirely within our legislative control, so far as their temporal rights are concerned. Section 22 is chiefly devoted to an entire prohibition of the exercise of corporate functions by persons not in-, corporated by our laws; and it is hardly necessary to suggest that we cannot impute to the Legislature a design of reaching matters abroad and beyond orn- juris-, diction, or of denying to corporations of other States, rights which they have derived under lawful authority there. Section 23 prohibits the recognition of the canon or. other ecclesiastical law, as a rule for the acquisition- and government of property; — again clearly relating to. its operation in this State, because we have nothing to •do with- acquisitions abroad. To hold that, after a series of sections consistently framed for the regulation of religious corporations here, the. sections regulating particularly the form and validity of donations for the benefit of such bodies were designed to reach a further class not in the-remotest way referred to before, would be to introduce an element of incongruity, and to impute a degree of care-, lessness which the • elaborate care previously evinced shows, could not have existed. It is undoubtedly true that some54 of the evils aimed at by this statute may be accomplished by the importunities of entirely foreign corporations. But such instances cannot be very frequent, and their remedy would be more appropriately introduced elsewhere; and language should be very clear, indeed, to justify us in finding it in the statute before us. The receipt of money under a will, and the institution of legal proceedings to recover it, cannot be regarded as the exercise of corporate franchises, such as ■are forbidden by the statute to any but domestic corporations. The law refers to such acts as a corporation is organized to perform, and not incidental proceedings, having no necessary bearing upon its peculiar corporate ■operations. We think the foreign corporations mentioned in the-will are entitled to receive the bequests made in their favor. The bequest to the Tract Society is resisted on the further ground that an unincorporated association has no legal capacity to take. We do not feel called upon, in this case, 'to examine into the vexed question of the extent of the judicial power of equity over charities. This will does not set apart property for any permanent purpose, nor does it purport to create any trust. It bequeaths certain money to an association without restriction concerning its use, and, of course, the money must be considered as devoted to its general uses. The articles ■of the society do not require money to be funded, but leave its application to be made at any time. The extraordinary powers of chancery have seldom, if ever, been applied, except to regulate permanent trusts requiring corporate, or quasi corporate, succession, to expend the income of a fund designed to be perpetual. And the only question before us is whether the legatees are so clearly designated, that the executors can find them, and pay the money into the proper hands, so as to be exonerated. — 55 — It has been settled that a devise of land cannot be made to an unincorporated society by name. Mr. Kyd, referring to Lord Coke, says that this rule did not always exist, and that the reasons for its adoption are not easily ascertained, and remarks: “ Perhaps loe must he satisfied with stating the rule as it is, without attempting to account for its origin." — 1 Kyd on Corp., 5, 6, 7. It is equally well settled, and for obvious reasons, that where an association is required to manage a permanent trust, it can only do so by corporate succession; for an unincorporated body has no' means of keeping up its existence, except by the consent and continuous agreement of new parties, and it is at all times hable, therefore, to become dissolved. But there is very little authority for the claim that an unincorporated body of persons may not take an unconditional bequest of personalty, not charged with any permanent trust. It is said, indeed, in Owens v. the Missionary Society of the M. E. Church, 14 N. Y., 380, that “ nothing is better settled than that a devise or bequest to an unincorporated association is, in general, void as well in equity as at law;” and upon this remark, without further reasoning, it was held in that case that, without the interposition of some charitable use, which might give a ground for the peculiar interposition of the chancery jurisdiction over charities, a bequest to such a society was void. But the authorities referred to as sustaining this dictum all related to devises, or permanent trusts. Nor have we been able to discover any authority giving color to such a sweeping assertion. On the contrary, the law recognizes the acts and contracts of unincorporated associations as among the commonest tilings coming before the Courts, whether with or without trustees and officers. Partnerships and unincorporated joint stock companies do a large proportion of the business of every community. They take — 56 — and 'transfer personal property "by their associate name, ancl no one has ever doubted their capacity to take by bequest that which they may take by contract. — De Mazar v. Pybus, 4 Ves., 644; Stubbs v. Sargon, 2 Keen, 255; 3 M. & Cr., 507. Where bequests are made to unincoiqjorated charitable associations generally, and not for permanent purposes, the English Courts have always upheld the bequests. They have not been sustained on the ground that they came within the extraordinary charitable jurisdiction. On the contrary, it has been held that, when made for the general purposes of the society, the public have no concern with the legacies, and the Attorney General is not a proper party, the money being at the entire and uncontrolled disposal of the association. Whereas if the bequests are made upon permanent uses, the society cannot take the money, and the Attorney General must be before the Court, and a scheme must be prepared placing the trust in other hands. — Wellbeloved v. Jones, 1 S. & S., 40; Wilson v. Squire, 1 Y. & C., 654; Waller v. Childs, Ambler, 524; 1 Jarman on Wills, 218. In other words, a bequest of money generally, to an ascertainable unincorporated society, is placed on thé same footing, so far as regards its right to take to its own use, as if it were incorporated. Similar bequests have been maintained where there has been no association whatever, but where the will pointed out the means of identification. Thus a bequest “ to the inhabitants of Tawleaven Row, in the parish of Sethney,”' was held sufficiently certain, and when their names were ascertained the money was ordered to be paid to them. — Rogers v. Thomas, 2 Keen, 8. The Inns of Court in England are mentioned by Mr. Kyd as remarkably ancient unincorporated associations, which have retained their real estate by an ingenious succession of joint tenancies. — 1 Kyd on Corp., 6, 7. It is well known that their valuable libraries and pictures — 57 — are, to a considerable extent, derived from • bequests. The extent of their influence, and the fact of its legal recognition by the English Courts, are familiar to all. And if an incorporation were deemed at all necessary for the preservation of their valuable personal property, no one can doubt but that it would have been obtained long ago. That these bodies are not corporations is recognized fully by the authorities. — See SharswoocPs note to 1 Bl., 25; Tomlyn’s Law Dict., “ Inns of Court.’’’’ The great body of American decisions ftdly sustain the validity. of bequests to unincorporated societies. It is true several cases refer to them as charities; but it is not pretended that any American Court of Chancery can create a scfienle which shall give corporate success sion, and if these bodies can take at all, it can only be becarrse there is no inherent incapacity. The cases were fully cited on the argument,. and it is not necessary to refer to them here. We have found no satisfactory authority which shows why an association, capable of clear identification, is not as capable of receiving a simple pecuniary bequest for lawful purposes, as a partnership of purchasing a stock of goods. The incorporation of the Tract Society, since this controversy was begun, renders it unnecessary to inquire into the names of the various officers. The bequest must be paid over to the corporation. The judgment of the Circuit Court is reversed, with costs, and an order must be entered requiring a distribution among all the legatees named, and that directions be sent to the Probate Court accordingly. The other Justices concurred.