Northern Central Railway Co. v. Keighler

Bartol, C. J., delivered the opinion of the court. The appellees, complainants below, are trustees, acting under the deed of mortgage, dated the 20th of December, 1855. They pray in their bill — 1st. That they may be allowed a just compensation for their time and trouble in executing the trust, in the form of a commission upon the trust fund; 2d. That the court shall take jurisdiction of the trust, and that the same may be administered under the direction of the court. There is also a prayer in the bill for general relief. The Circuit Court granted the specific relief asked for — ■ decree an allowance of commissions to the trustees, and directed that the trust should be administered under the direction of the court; requiring the trustees to make full report annually, or oftener, if they see fit, of their proceedings in the matter of the trust, for such action thereon as to the court may seem proper. *This appeal is from that decree. The power of a Court of Chancery to take jurisdiction of a conventional trust, and direct its administration, is unquestionable, and an application for that purpose, by the trustee, or a party in interest, ought not to be refused. Where there is any difficulty or complication likely to arise in the execution of the trust, or any question of dispute as to the powers or duties of the trustee or the rights of the parties beneficially interested in the trust. In this case, none of these exist or are suggested by the bill. From a reference to the terms of the mortgage, it appears that unless the contingency should happen under which a sale of the property, mentioned in the deed, would become necessary, which is not averred as likely to occur, the duties of the trustees are few and simple, and plainly defined by the deed. They have been performed hitherto without difficulty; no controversy has arisen, or is likely to arise with regard to them, requiring the intervention of the court. [580] Under these circumstances, we do not perceive any sufficient reason why the trust should be brought into a Court of Chancery, thus subjecting the fund which, by the deed, is dedicated to other purposes, to the needless burden and costs of such a proceeding. The main purpose of the bill was, no doubt, to obtain the decision and order of the court allowing to the trustees the .commissions claimed by them; and we are required, under this appeal, to determine whether the decree of the Circuit Court in that particular was correct. In England, the general rule is, that “ a trustee will not be permitted to make any charge for his trouble .or loss of time, or for his services in the administration of the trust, unless the trust instrument expressly empowers him to make such a charge.” Hill on Trustees, 574, m.; 2 White & Tudor’s Eq. Cases, 71 Law Lib. 338, 339, note. This rule, however, does not prevail in Maryland; it has been held in several cases that, by analogy to our statutes, which allow commissions to executors, administrators, guar*dians and trustees under judicial sales, commissions may be allowed to a conventional trustee, although not expressly provided for in the instrument creating the trust. The cases of Ringgold v. Ringgold, 1 H. & G. 11; Hatton v. Weems, 12 G. & J. 108; Diffenderffer v. Winder, 3 G. & J. 328; Bentley v. Shreve, 2 Md. Ch. 218; Higgins v. Higgins, 4 Md. Ch. 245, and Abbott v. Steam Packet Co., 4 Md. Ch. 312, referred- to in the argument of the appellees, show the rule on this subject which exists in this State. Such commissions will ordinarily be allowed where the trustee has performed his duty, unless its performance has imposed no labor or trouble which justly entitles him to compensation, or there is something in the nature of the trust itself, or in the terms of the trust instrument to show that no commissions were intended to be allowed or charged. In this case we think the evidence discloses that for the services which have hitherto been rendered by.the trustees, it was not the intention that any commissions should be demanded by them out of the trust fund. The trust is in its nature somewhat of a public character, and in its execution the complainants were engaged in subserving great and important public interests. Such trusts are confided only to p'ersons of known intelli [581] gence and high character, and are often accepted from motives of public spirit, without any expectation of pecuniary reward. The deed provides in terms for a sale of the property by the trustees in a certain contingency, and in that event, provision is made for commissions as a compensation for their labor and services in making the sale. If it were supposed that the trust was accepted with the motive of receiving pecuniary reward, it is doing no violence to the terms of the deed to say that the prospect of receiving the large commissions in the event of a sale, was regarded as a sufficient consideration for accepting the trust. The deed is silent as to any commissions being allowed for such services as devolved upon the trustees in case no sale should be made. According to the proof in the record, they *were such as imposed very little labor on the trustees, and demanded very little of their time. And it would be somewhat difficult to say what would be a just and reasonable compensation therefor. But apart from this consideration, we think, upon the construction of the deed, the intention of the parties was that the trust fund, which should come into the hands of the trustees, should be dedicated to the purposes of the trust, without being diminished by any charge for commissions. We will sign a decree reversing the decree of the Circuit-Court, and dismissing the bill without costs. Decree reversed and bill dismissed.