Crawford v. Gross

Supreme Court of Pennsylvania

Crawford v. Gross

21 A. 356, 140 Pa. 297, 1891 Pa. LEXIS 844

CourtSupreme Court of Pennsylvania

DecidedMarch 2, 1891

DocketNo. 307

StatusPublished

This text of 21 A. 356 (Crawford v. Gross) is published on Counsel Stack Legal Research, covering Supreme Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Crawford v. Gross, 21 A. 356, 140 Pa. 297, 1891 Pa. LEXIS 844 (Pa. 1891).

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Opinion

Opinion,

Mr. Justice Williams:

There are three parties before us on the pleadings in this case: the unincorporated association, which brings this appeal, claiming to he the equitable owner of certain real estate in Philadelphia described in the bill; the defendants, who claim the equitable title to the same real estate as the holders of certificates showing the contribution of money for the purchase of it; the trustees, plaintiffs in the cross-hill, who hold the legal title to the property in controversy, and who ask the court to declare for which of the hostile claimants they hold it. The property consists of two separate lots, with the buildings and improvements upon them. One of these, known as the hide-house, was bought in 1850, and conveyed to trustees in trust for “the Beef Butchers’ Association, and such persons as shall from time to time compose the same,” for the uses and purposes and subject to the control of the said association. The other, known as the fat-house, was bought in 1851, and conveyed to trustees in trust for “ the Beef & Mutton Butchers’ Tallow Association of the City and County of Philadelphia, and such persons as shall from time to time compose the same,” for the uses and purposes, and subject to the control of said association.”

In 1852 the hide and the tallow business were consolidated, and the two associations united in one, by an agreement in writing, under the name of the Philadelphia Butchers’ Hide & Tallow Association. The business of curing hides has been conducted at the hide-house and that of rendering tallow at the fat-house for thirty years or more with profit. The real estate has meantime more than trebled in value, and offers have been made to purchase it for other purposes. Who is entitled to the benefit of the growth in value, — the association, or the holders of the certificates? The master came to the conclusion that the association was the equitable owner of the property. The learned judge of the court below, without materially differing from the master about the facts, drew a different conclusion from them, and held that the persons holding [322]*322certificates were the equitable owners, and the association a mere lessee. A glance at the facts is necessary to enable us to determine which conclusion is correct.

It appears from the master’s report that the business of salting hides was first entered upon, and the building afterwards purchased was at first leased by the association for its business. As the business prospered, the project of purchasing the property was suggested and discussed in the meetings of the association. A committee was appointed to make negotiations and report. They reported for what sum it could be bought, and recommended its purchase. The association then selected trustees to take the title on its behalf, and appointed a committee to raise money for the purchase. The original plan seems to have been to have each member of the association contribute. This was found impracticable, and subscriptions were accordingly made by those most able or most liberal, and each subscriber received a certificate in the following form:

“ This is to certify that-is entitled to-shares in the stock of the Beef Butchers’ Association of Philadelphia, on which five dollars per share have been paid, subject to all payments due or to become due thereon.”

This was signed by the president and secretary of the association. The money represented by the certificates was paid to the treasurer of the association, and by him applied to the payment of the purchase money. The association continued in possession and occupancy of the building, paid all taxes, made improvements and repairs amounting to several thousands of dollars, and paid interest annually to the holders of the certificates during the thirty or more years before this contention arose.

The fat-house was purchased in much the same manner. The project originated in the association engaged in rendering fat. The negotiations were conducted and purchase made on its behalf, and the title placed in trustees selected by it. The purchase money was twelve thousand dollars, of which three thousand dollars was paid down, and nine thousand dollars secured by a mortgage upon it. The amount raised by subscription was six thousand one hundred and seventy-five dollars, or about one half the price of the lot, and of this but three thousand dollars were paid on the purchase money, the remainder being [323]*323invested in fixtures and improvements. For the money raised, certificates were issued in the following form:

“ This is to certify that-has paid for-shares of stock in the Beef & Mutton Butchers’ Melting Association of Philadelphia, at ten dollars per share, and on which the holder hereof is entitled to demand and receive six per cent interest, payable annually on the first Monday of April in each year.”

This was signed by the president and secretary of tbe association. Tbe holders received their interest, and the association paid the taxes, made improvements and repairs, and are still in occupancy of the fat-house.

After the consolidation, in 1862, a new form of certificate was adopted by tbe new association, intended to take the place of both sets previously issued, as follows :

“ This certifies that-.is entitled to--shares in tbe real estate of tbe hide-house (or fat-house) property of the Philadelphia Hide & Tallow Association, at twenty-five dollars per share, amounting to-- dollars. Transferable in person or by attorney on the books of the association. Witness tbe signatures of tbe president and secretary at Philadelphia.”

These were devised for execution and in many instances were executed by the officers of the association appellant, although the word “ Butchers” was omitted from the name, as stated in the body of the certificate. Tbe master finds, however, and we are satisfied correctly finds, that there was no other organization known in connection with this business or property than tbe appellant, and it was its officers who were intended to execute and who accordingly executed such certificates, except as some were signed by one or more of the trustees, who had no right whatever to sign them unless it was conferred by the association.

Without going elaborately into an examination of the evidence to show bow we have reached them, we shall content ourselves with stating the conclusions reached from the facts found by tbe master, in their natural order:

1. Each piece of real estate was negotiated for and purchased by tbe association doing business upon it, and tbe title was made to trustees of its selection, for its use, because the association making the purchase was unincorporated.

2. The money advanced by members of the association to [324]*324enable it to make the purchase, was a loan by the individual to the association of which he was a member.

3. The certificates issued to the lenders seem to have been intended to serve as evidence of the amount of money borrowed, and as an informal pledge of the property bought as security for the money advanced. They are an equitable lien upon the real estate mentioned in them, therefore, and collectively represent the lien of the vendor for so much of his purchase money as was paid by the money for which they were issued.

4.

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Opinion,

Mr. Justice Williams:

There are three parties before us on the pleadings in this case: the unincorporated association, which brings this appeal, claiming to he the equitable owner of certain real estate in Philadelphia described in the bill; the defendants, who claim the equitable title to the same real estate as the holders of certificates showing the contribution of money for the purchase of it; the trustees, plaintiffs in the cross-hill, who hold the legal title to the property in controversy, and who ask the court to declare for which of the hostile claimants they hold it. The property consists of two separate lots, with the buildings and improvements upon them. One of these, known as the hide-house, was bought in 1850, and conveyed to trustees in trust for “the Beef Butchers’ Association, and such persons as shall from time to time compose the same,” for the uses and purposes and subject to the control of the said association. The other, known as the fat-house, was bought in 1851, and conveyed to trustees in trust for “ the Beef & Mutton Butchers’ Tallow Association of the City and County of Philadelphia, and such persons as shall from time to time compose the same,” for the uses and purposes, and subject to the control of said association.”

In 1852 the hide and the tallow business were consolidated, and the two associations united in one, by an agreement in writing, under the name of the Philadelphia Butchers’ Hide & Tallow Association. The business of curing hides has been conducted at the hide-house and that of rendering tallow at the fat-house for thirty years or more with profit. The real estate has meantime more than trebled in value, and offers have been made to purchase it for other purposes. Who is entitled to the benefit of the growth in value, — the association, or the holders of the certificates? The master came to the conclusion that the association was the equitable owner of the property. The learned judge of the court below, without materially differing from the master about the facts, drew a different conclusion from them, and held that the persons holding [322]*322certificates were the equitable owners, and the association a mere lessee. A glance at the facts is necessary to enable us to determine which conclusion is correct.

It appears from the master’s report that the business of salting hides was first entered upon, and the building afterwards purchased was at first leased by the association for its business. As the business prospered, the project of purchasing the property was suggested and discussed in the meetings of the association. A committee was appointed to make negotiations and report. They reported for what sum it could be bought, and recommended its purchase. The association then selected trustees to take the title on its behalf, and appointed a committee to raise money for the purchase. The original plan seems to have been to have each member of the association contribute. This was found impracticable, and subscriptions were accordingly made by those most able or most liberal, and each subscriber received a certificate in the following form:

“ This is to certify that-is entitled to-shares in the stock of the Beef Butchers’ Association of Philadelphia, on which five dollars per share have been paid, subject to all payments due or to become due thereon.”

This was signed by the president and secretary of the association. The money represented by the certificates was paid to the treasurer of the association, and by him applied to the payment of the purchase money. The association continued in possession and occupancy of the building, paid all taxes, made improvements and repairs amounting to several thousands of dollars, and paid interest annually to the holders of the certificates during the thirty or more years before this contention arose.

The fat-house was purchased in much the same manner. The project originated in the association engaged in rendering fat. The negotiations were conducted and purchase made on its behalf, and the title placed in trustees selected by it. The purchase money was twelve thousand dollars, of which three thousand dollars was paid down, and nine thousand dollars secured by a mortgage upon it. The amount raised by subscription was six thousand one hundred and seventy-five dollars, or about one half the price of the lot, and of this but three thousand dollars were paid on the purchase money, the remainder being [323]*323invested in fixtures and improvements. For the money raised, certificates were issued in the following form:

“ This is to certify that-has paid for-shares of stock in the Beef & Mutton Butchers’ Melting Association of Philadelphia, at ten dollars per share, and on which the holder hereof is entitled to demand and receive six per cent interest, payable annually on the first Monday of April in each year.”

This was signed by the president and secretary of tbe association. Tbe holders received their interest, and the association paid the taxes, made improvements and repairs, and are still in occupancy of the fat-house.

After the consolidation, in 1862, a new form of certificate was adopted by tbe new association, intended to take the place of both sets previously issued, as follows :

“ This certifies that-.is entitled to--shares in tbe real estate of tbe hide-house (or fat-house) property of the Philadelphia Hide & Tallow Association, at twenty-five dollars per share, amounting to-- dollars. Transferable in person or by attorney on the books of the association. Witness tbe signatures of tbe president and secretary at Philadelphia.”

These were devised for execution and in many instances were executed by the officers of the association appellant, although the word “ Butchers” was omitted from the name, as stated in the body of the certificate. Tbe master finds, however, and we are satisfied correctly finds, that there was no other organization known in connection with this business or property than tbe appellant, and it was its officers who were intended to execute and who accordingly executed such certificates, except as some were signed by one or more of the trustees, who had no right whatever to sign them unless it was conferred by the association.

Without going elaborately into an examination of the evidence to show bow we have reached them, we shall content ourselves with stating the conclusions reached from the facts found by tbe master, in their natural order:

1. Each piece of real estate was negotiated for and purchased by tbe association doing business upon it, and tbe title was made to trustees of its selection, for its use, because the association making the purchase was unincorporated.

2. The money advanced by members of the association to [324]*324enable it to make the purchase, was a loan by the individual to the association of which he was a member.

3. The certificates issued to the lenders seem to have been intended to serve as evidence of the amount of money borrowed, and as an informal pledge of the property bought as security for the money advanced. They are an equitable lien upon the real estate mentioned in them, therefore, and collectively represent the lien of the vendor for so much of his purchase money as was paid by the money for which they were issued.

4. By the consolidation in 1852 the appellant succeeded to the title of both pieces, and became liable for the debts represented by both issues of certificates. The new certificates issued by it in 1862 were the mode of assuming and uniting as its own the indebtedness previously represented by both sets of outstanding certificates.

5. The trustees, therefore, hold the legal title to both pieces of property in trust for, and subject to the control of, the association appellant.

6. In case of sale by the trustees, under the direction of the association appellant, the proceeds of such sale should be applied to the payment of the outstanding certificates and accrued interest; the remainder of such proceeds should be paid into the treasury of the association.

These conclusions require us to reverse the decree made in the court below.

We adopt the decree recommended by the master, and direct the prothonotary to enter the same at length upon the record.

March 23, 1891, a motion for a re-argument was refused.

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21 A. 356, 140 Pa. 297, 1891 Pa. LEXIS 844, Counsel Stack Legal Research, https://law.counselstack.com/opinion/crawford-v-gross-pa-1891.