Mr. Justice Morris
delivered the opinion of-the Court:
In this court five assignments of error have been filed,, ■which are in substance as follows:
(1) That it was error to adjudge that the complainant had a right to have the property of the company sold, the liabilities determined, and the proceeds of sale distributed.
(2) That it was error to displace the trustees appointed by the association, and to appoint others in their stead to make sale of the property.
(3) That it was error to hold that the appellee was entitled to have payment of her shares of stock until the property of the company should be sold.
[95]*95(4) That it was error to refuse, on the motion for a rehearing, to vacate the decree that had been entered.
(5) That it was error to pass any decree in favor of the complainant in the cause.
Three of these need no consideration' from us. They are the third, fourth and fifth. The third has no foundation in the record. The court below did not decree any such thing as is complained of by it. With reference to the fourth, we have repeatedly held that the rulings of the court below upon motions for a rehearing are not the subject of appeal to this court. It is useless to encumber the record with them. The fifth assignment, as we have also repeatedly held, is too general for the cognizance of this court. There are, therefore, only two assignments of error which require to be noticed, the first and second.
1. With reference to the first of these, we can scarcely regard it as having much foundation in the principles of equity. Neither in the brief nor in the oral argument submitted on behalf of the appellants does their contention appear to be addressed to the subject-matter of this assignment. The argument, in fact, has been mainly addressed to a question which we do not find to be in the case, the propriety of the appointment of receivers to take charge of the affairs of the company. But there is here no appointment of receivers, although the bill of complaint contained a prayer for such appointment. There is a very great difference between receivers appointed for the conservation and management of the affairs of a company and trustees appointed to make sale of its property. It may well be assumed from the record that neither fraud, nor mismanagement, nor insolvency, nor even negligence, nor any other sufficient cause, was shown in this ease for the extraordinary intervention of the court by the appointment of receivers. On the contrary, it is quite apparent that the officers of this organization have acted in perfect good faith and for what they deemed to be the best interest of all the persons interested in the enterprise. The enterprise has been unfortunate, apparently from causes beyond their control. Undoubtedly there was no ground here [96]*96for the appointment of receivers. But none have been appointed; and the argument of the appellants on this point is, therefore, wholly irrelevant.
But that there was here good ground for the court of equity, to make the adjudication which it did make, and which is in terms the subject of the first assignment of error, we have no doubt. It is very true that such adjudication would not be justified by the mere lapse of the three years limited for the continuance of the organization of the company; for it is very clear that the constitution of the company contemplated that there would be much to do after the termination of that period. Dues were payable in the last month of the term; investments might be made up to the last moment; parties might withdraw and be entitled to the repayment of their money at any time before the expiration of the three years; and in all probability it would be impossible to make sales of all the property and wind up the affairs of the company within that time. In fact, the probability that it would require some time beyond the three years to settle the affairs of the association was plainly contemplated in the provision of the constitution that the officers elected for the third year should hold office until the affairs of the company should be closed up. But beyond question it was contemplated that the affairs of the company should be settled and the association absolutely and wholly terminated within a reasonable time after the lapse of the three years of organization. Now, more than five years were permitted to elapse after March 22, 1895, and before these proceedings were instituted by the appellee, without any attempt, certainly without any successful attempt made to wind up the affairs of the association; and the conditions now remain in that regard precisely as they did on March 22, 1895. That this delay in the matter of settlement should, under ordinary circumstances, be regarded as unreasonable, can permit of no doubt; and that, on account of such unreasonable delay, a court of equity would be justified- in intervening, at the suit of any complainant interested, to compel a settlement, we must hold as being beyond question.
[97]*97It is true that much of this delay cau be accounted for and was fully justifiable, and seems to have been acquiesced in by the complainant as well as by the other shareholders of the company. During all the years from 1893 to 1897 or 1898, there was a period of financial depression over the whole country, accompanied by great depreciation in the values of real estate in this District and elsewhere and by utter impossibility to dispose of real estate at any reasonable figure. This condition operated to compel the postponement of action by the board of directors and trustees of this association. In their answer in this cause they aver that they made several ineffectual attempts to get the property into the market for sale — at what time does not appear.
But these unfavorable conditions no longer exist. Prices, it is true, have not reached the point to which they had attained before the year 1893; but real estate in this District is again freely salable. It may be that the appellants hope for further advances in values, and that it would be wise and prudent for all the members of this association to await a more favorable opportunity to dispose of their property. But the anticipated advances are at most problematical; and it cannot be that the execution of a trust can be postponed indefinitely to await the advent of better times. Por the board of directors and the trustees of this company have a trust to perform for the benefit of each and all the members of the company; and upon their failure to perform such trust, no matter how meritorious their motive may be, any member of the association, who deems himself aggrieved by such failure, is entitled to apply to a court of equity to enforce the performance of the trust; and it is for the court of equity in that case to determine whether further delay would be unreasonable, and thereupon to assume to itself the superintendence of the execution of the trust. This is in accordance with the elementary principles of equity jurisprudence, and scarcely needs citation of authority to support it. It will be sufficient to refer to the American and English Encyclopedia of Law, Vol. 27, p. 150, on the subject of Trusts, and cases there cited. Un[98]*98doubtedly, therefore, the appellee was entitled to apply to the court of equity for relief, and it was competent for the court of equity to grant such relief.
2. But a somewhat different question is presented by the second assignment of error.
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Mr. Justice Morris
delivered the opinion of-the Court:
In this court five assignments of error have been filed,, ■which are in substance as follows:
(1) That it was error to adjudge that the complainant had a right to have the property of the company sold, the liabilities determined, and the proceeds of sale distributed.
(2) That it was error to displace the trustees appointed by the association, and to appoint others in their stead to make sale of the property.
(3) That it was error to hold that the appellee was entitled to have payment of her shares of stock until the property of the company should be sold.
[95]*95(4) That it was error to refuse, on the motion for a rehearing, to vacate the decree that had been entered.
(5) That it was error to pass any decree in favor of the complainant in the cause.
Three of these need no consideration' from us. They are the third, fourth and fifth. The third has no foundation in the record. The court below did not decree any such thing as is complained of by it. With reference to the fourth, we have repeatedly held that the rulings of the court below upon motions for a rehearing are not the subject of appeal to this court. It is useless to encumber the record with them. The fifth assignment, as we have also repeatedly held, is too general for the cognizance of this court. There are, therefore, only two assignments of error which require to be noticed, the first and second.
1. With reference to the first of these, we can scarcely regard it as having much foundation in the principles of equity. Neither in the brief nor in the oral argument submitted on behalf of the appellants does their contention appear to be addressed to the subject-matter of this assignment. The argument, in fact, has been mainly addressed to a question which we do not find to be in the case, the propriety of the appointment of receivers to take charge of the affairs of the company. But there is here no appointment of receivers, although the bill of complaint contained a prayer for such appointment. There is a very great difference between receivers appointed for the conservation and management of the affairs of a company and trustees appointed to make sale of its property. It may well be assumed from the record that neither fraud, nor mismanagement, nor insolvency, nor even negligence, nor any other sufficient cause, was shown in this ease for the extraordinary intervention of the court by the appointment of receivers. On the contrary, it is quite apparent that the officers of this organization have acted in perfect good faith and for what they deemed to be the best interest of all the persons interested in the enterprise. The enterprise has been unfortunate, apparently from causes beyond their control. Undoubtedly there was no ground here [96]*96for the appointment of receivers. But none have been appointed; and the argument of the appellants on this point is, therefore, wholly irrelevant.
But that there was here good ground for the court of equity, to make the adjudication which it did make, and which is in terms the subject of the first assignment of error, we have no doubt. It is very true that such adjudication would not be justified by the mere lapse of the three years limited for the continuance of the organization of the company; for it is very clear that the constitution of the company contemplated that there would be much to do after the termination of that period. Dues were payable in the last month of the term; investments might be made up to the last moment; parties might withdraw and be entitled to the repayment of their money at any time before the expiration of the three years; and in all probability it would be impossible to make sales of all the property and wind up the affairs of the company within that time. In fact, the probability that it would require some time beyond the three years to settle the affairs of the association was plainly contemplated in the provision of the constitution that the officers elected for the third year should hold office until the affairs of the company should be closed up. But beyond question it was contemplated that the affairs of the company should be settled and the association absolutely and wholly terminated within a reasonable time after the lapse of the three years of organization. Now, more than five years were permitted to elapse after March 22, 1895, and before these proceedings were instituted by the appellee, without any attempt, certainly without any successful attempt made to wind up the affairs of the association; and the conditions now remain in that regard precisely as they did on March 22, 1895. That this delay in the matter of settlement should, under ordinary circumstances, be regarded as unreasonable, can permit of no doubt; and that, on account of such unreasonable delay, a court of equity would be justified- in intervening, at the suit of any complainant interested, to compel a settlement, we must hold as being beyond question.
[97]*97It is true that much of this delay cau be accounted for and was fully justifiable, and seems to have been acquiesced in by the complainant as well as by the other shareholders of the company. During all the years from 1893 to 1897 or 1898, there was a period of financial depression over the whole country, accompanied by great depreciation in the values of real estate in this District and elsewhere and by utter impossibility to dispose of real estate at any reasonable figure. This condition operated to compel the postponement of action by the board of directors and trustees of this association. In their answer in this cause they aver that they made several ineffectual attempts to get the property into the market for sale — at what time does not appear.
But these unfavorable conditions no longer exist. Prices, it is true, have not reached the point to which they had attained before the year 1893; but real estate in this District is again freely salable. It may be that the appellants hope for further advances in values, and that it would be wise and prudent for all the members of this association to await a more favorable opportunity to dispose of their property. But the anticipated advances are at most problematical; and it cannot be that the execution of a trust can be postponed indefinitely to await the advent of better times. Por the board of directors and the trustees of this company have a trust to perform for the benefit of each and all the members of the company; and upon their failure to perform such trust, no matter how meritorious their motive may be, any member of the association, who deems himself aggrieved by such failure, is entitled to apply to a court of equity to enforce the performance of the trust; and it is for the court of equity in that case to determine whether further delay would be unreasonable, and thereupon to assume to itself the superintendence of the execution of the trust. This is in accordance with the elementary principles of equity jurisprudence, and scarcely needs citation of authority to support it. It will be sufficient to refer to the American and English Encyclopedia of Law, Vol. 27, p. 150, on the subject of Trusts, and cases there cited. Un[98]*98doubtedly, therefore, the appellee was entitled to apply to the court of equity for relief, and it was competent for the court of equity to grant such relief.
2. But a somewhat different question is presented by the second assignment of error. It is there contended that, the trustees chosen by the association should not be displaced, and others appointed to make the sale of the property which they are competent and willing to make; and in the justice of this contention we concur. There is no reason whatever assigned for the removal of the trustees chosen by the association. They are not charged with any wrongdoing or. with any failure to do their duty, which is to sell the property of the association under the superintendence-of the board of directors. It does not appear that they have received any direction from the board to sell; and there can be no dereliction on their part until there is some such direction given by the board and they fail to obey it. On the contrary, they come into court and profess that they are-ready and willing to make the desired sale under the order and direction of the court; and they request to be permitted to make such sale, and to bring the money into court. And it is urged on their behalf that, under their arrangement with the association, they are required to make such sale* foi; greatly smaller commissions than are allowed by the-court of equity to the trustees appointed by it. Undoubtedly, under such circumstances, it is proper to permit them to act; and it is not proper summarily to divest them of the legal title with which they are now vested. While in the matter of trusts the execution of the trust is the important thing and the agency by which it is effected is secondary and relatively unimportant, yet the legal title vested in trustees should not be disturbed without some necessity for their removal. When they are ready and willing to execute the trust and in every way competent so to do, and especially when they can execute it with less cost than the officers who might be selected for the purpose by the-court, it would seem to be unjust and unreasonable to discharge them summarily from their office. They may and' [99]*99should be required to give bond, and in all other respects to comply with the orders of the court in the premises; and they may be removed if they fail so to do. But if they conform to the requirements of the court, they should be permitted to proceed with the execution of their trust.
In view of what we have said, it follows in our opinion that the decree appealed from should be in part affirmed, and in part modified; that it should be affirmed in so far as it adjudges that the affairs of the association should be settled and its property sold forthwith for that purpose; but that it should be modified in so far as it provides for a sale by other trustees than those' selected by the association itself. The cause will be remanded to the Supreme Court of the District of Columbia, with directions so to modify its decree, and for such further proceedings therein as may be just and proper and according to law. The parties will pay their own costs in this court. And it is so ordered.