Trustees of Iowa College v. Baillie

17 N.W.2d 143, 236 Iowa 235, 1945 Iowa Sup. LEXIS 315

• Court: Supreme Court of Iowa
• Decided: January 9, 1945
• Docket: No. 46497.
• Status: Published

Opinions

This action is based upon subsection 11 of section 6944, Code of Iowa, 1939, which exempts from taxation:

"Real estate owned by any educational institution of this state as a part of its endowment fund, to the extent of one hundred sixty acres in any civil township."

The real estate here involved is a quarter block in Des Moines upon which are two buildings, one occupied by the J.C. Penney department store and the other by the F. W. Grand ten-cent store. The buildings were owned by Benjamin A. Younker, Rachel Younker, and Lytton M. Younker. They owned all the ground except a strip forty-four feet wide, which they held under a long-time lease at an annual rental of $3,600 plus taxes, to be readjusted in 1955. June 30, 1942, the Younkers deeded the property to appellant, the Trustees of Iowa College (the corporate name of Grinnell College), an Iowa corporation, not for profit. The conveyance was subject to a mortgage debt of $175,000 to an insurance company.

The terms of the transaction were set out in a written offer made by the Younkers and accepted by appellant. The offer recites that the Younkers:

"* * * in order to increase the endowment of Grinnell College, propose to transfer to you, subject to the terms and conditions hereof, certain real estate and securities as hereinafter described at a price which is approximately our cost, to-wit, Three Hundred Thirty Thousand Dollars ($330,000.00). You are to hold, manage, control and dispose of the said real estate and securities and the income arising therefrom as more particularly hereinafter set forth."

The offer states the securities have a market value of $45,000 and that the real estate is encumbered with a mortgage for $175,000:

"The purchase price of $330,000 is to be paid and satisfied by you by making the payments provided for in Paragraphs 1, 2 and 3 following and in no other manner whatsoever * * *

"In consideration of the foregoing, you will agree:"

(1) To pay any additional 1942 income taxes of the Younkers. Apparently there were none.

(2) To pay each of the three Younkers $1,000 per month for life: "provided, that if the net income * * * of this Endowment shall from and after April 1, 1955, be insufficient in amount to fully satisfy the amounts payable by you in this paragraph, then the entire net income shall each month be applied ratably in satisfaction of your obligations set forth herein."

(3) To pay to certain other persons, apparently members of the Younker family, each month during their respective lives, various amounts aggregating $4,500 per year:

"* * * to the extent that net income * * * from said Endowment shall be available * * *.

"In case the net income shall be insufficient in amount in any year to fully satisfy the amounts payable by you as provided in this paragraph, then the net income shall be applied ratably for the benefit of each of the persons entitled thereto * * *."

The offer defines net income as gross income less rent for the forty-four-foot strip, interest, and required annual payments of $7,000 on the principal of the $175,000 mortgage, taxes and special assessments, and operating expenses excluding management or supervision. (In addition to the foregoing monthly payments, all the income from the $45,000 in securities is to be paid to the Younkers during their respective lives.)

Subject to the foregoing, the net income is to be used in the following order:

(4) To pay $750 annually to the trustees of the Des Moines Museum of Fine Arts (after its completion) for art prizes. The museum has not yet been completed.

(5) To establish an annuity reserve fund, in the discretion of appellant, to make "good any deficiency of net income to be paid on the" $36,000 annuities to the three Younkers, until 1955.

(6) To award scholarships of $500 per year to students or prospective students of Grinnell, varying from eight in 1942-43, to thirty-two in 1945-46 and each year thereafter.

(7) $75,000 to build and equip a college hospital.

(8) $125,000 for a college dormitory, the income from which shall be used to create a $250,000 general reserve fund, which may be augmented by surplus income from this endowment.

(9) Additional scholarships.

(10) Health welfare, etc., instruction, and additional scholarships.

This endowment is called "The Marcus and Annie Berkson Younker Endowment." The offer states appellant will preserve the corpus of the property to the best of its ability. Accordingly, the required installments of principal and interest on the mortgage shall first be paid. The Younkers shall retain a vendor's lien on the property and income as security for the payments provided in paragraphs 1, 2, and 3, and all the property and income and all reinvestments thereof "shall constitute trust funds for the fulfillment of the purposes of said Endowment as embodied herein." Appellant shall place the property in the Grinnell Endowment Fund, segregate this endowment from all other funds and perpetually so maintain it and the income therefrom, and shall keep separate records and render annual accounts to the Younkers. "Your personal [corporate] responsibility is not pledged for the payment of any items other than" the annuities of $36,000 up to 1955. "However, you are to administer said Endowment and make distributions from the [net] income thereof so far as the same may be available according to the terms and conditions hereof."

[1] I. The general rule that exemption statutes must be strictly construed has been applied in cases of this kind. If there is any doubt upon the question it must be resolved against the exemption and in favor of taxation. A claim for exemption cannot be sustained unless it is clearly shown to be within the letter and spirit of the law. Board of Directors v. Board of Supervisors, 228 Iowa 544, 293 N.W. 38; Readlyn Hospital v. Hoth,223 Iowa 341, 272 N.W. 90.

[2] II. Was the real estate "owned" by Grinnell College as a part of its endowment fund, within the meaning of the exemption statute? The word "owned," as used in said statute, means equitable or beneficial ownership rather than legal title. Ellsworth College v. Emmet County, 156 Iowa 52, 62, 135 N.W. 594,598, 42 L.R.A., N.S., 530. In that case, which involved property held in trust, the court quoted with approval the following statement:

"`If the income from the property or from its proceeds were to go to another during the five years, then it would be very clear that the property or fund should be taxed during that period. When one is the equitable owner of property and is entitled to the income from it, he has the enjoyment of every benefit that could come to any one who might own the property.'" [Norton's Exrs. v. City of Louisville, 118 Ky. 836, 840, 82 S.W. 621, 622, 26 Ky. L. Rep. 846.]

A trust has been defined as a fiduciary relationship with respect to property, subjecting the person by whom the property is held to equitable duties to deal with the property for the benefit of another person, which arises as a result of a manifestation of an intention to create it. Restatement of the Law, Trusts, Vol. I, 6. It has also been defined as a holding of property, subject to a duty of employing it or applying its proceeds according to directions given by the person from whom it was derived. 65 C.J. 212, section 1. A trust may be with or without consideration. Haulman v. Haulman, 164 Iowa 471,145 N.W. 930.

Restatement of the Law, Trusts, Vol. I, 35, states:

"Ordinarily where property is transferred to another `subject to the payment of' a certain sum to a third person, or `paying' such a sum, an equitable charge and not a trust is created, since the transferor does not thereby manifest an intention to impose a duty upon the transferee to deal with the property for the benefit of the third person. On the other hand, where property is transferred to another with a direction to pay to a third person a certain sum out of the property or its proceeds, or `subject to the payment from the property or its proceeds,' or `paying from the property or its proceeds' such sums, a trust and not an equitable charge is created, since the transferor thereby manifests an intention to impose a duty upon the transferee to deal with the property in part at least for the benefit of the third person."

We are satisfied an express trust was created in this case and that the Younkers and other beneficiaries of the trust have beneficial interests in the real estate.

The agreement requires Grinnell College to hold, manage, and dispose of the real estate as therein provided; to keep the property and income in the endowment fund segregated from all other funds; to render to the Younkers annual accounts of receipts and disbursements; and to administer the endowment and make distributions from the net income according to the terms of the agreement. The agreement defines net income and indicates that payments to the Younkers and their relatives are to be made from such net income. With the exception of the $12,000 life annuity to each of the three Younkers until 1955, all payments to the Younkers and members of their family are not fixed or certain but are expressly limited to net income. Strictly speaking, payments so limited are earnings and not annuities.

From the net income Grinnell is empowered to establish an annuity reserve fund. When the Des Moines Museum of Fine Arts is completed Grinnell will be required to pay it $750 per year from the net income, if sufficient. From the net income Grinnell is empowered to establish a fund from which $750 per year shall be realized for the payments to the Des Moines Museum of Fine Arts and it may transfer said fund to the general funds of Grinnell or to said museum. Investments of any of the funds need not be confined to those permitted to trustees by law, but Grinnell is empowered to invest the same in high-grade securities.

It may be noted that the offer states that the consideration for the transfer of the real estate and securities is $330,000, "approximately our cost." Apparently the language was employed to record such cost for income-tax purposes. We do not mean to imply this was not entirely proper. But the amount actually received from the transaction may be substantially more or less than that figure, depending upon how long the respective beneficiaries live and the net earnings of the property. Nor is the provision that the purchase price of $330,000 is to be paid and satisfied by making such payments inconsistent with other parts of the instrument. Here again the language appears to have been used to make a record for income-tax purposes. Where a trustee is required to make payments to beneficiaries it is not very material by what name such payments are designated.

We have hereinbefore quoted a statement from Restatement of the Law of Trusts, which differentiates an equitable charge from a trust, and have noted that the corporate responsibility of Grinnell is pledged for the payments of the $36,000 annuities to the Younkers until 1955. Generally speaking, where real estate is transferred subject to the payment of a certain sum, an equitable charge or lien is created and if the payment is to be made to the seller he may reserve a vendor's lien therefor. However, in the case at bar this item is a part of the trust, the payments are to be made from the trust funds (net rents) to the extent these may be sufficient, and the trustee is empowered to establish an annuity reserve fund to make good any deficiency.

Appellant contends the provisions hereinbefore set out reserving a vendor's lien establish a debtor-and-creditor relationship between Grinnell and the Younkers and their relatives. Attached to that provision is the statement that all the property and income shall constitute trust funds. We need not consider the validity of the vendor's-lien provision. In a doubtful case it would be entitled to consideration as tending to indicate what appellant claims for it. But here the creation of a trust is established beyond serious doubt. For example, appellant is required to hold and manage the real estate transferred to it, and if the net income therefrom is sufficient, to pay the Younkers' relatives $4,500 per year. If the net income is insufficient it "shall be applied ratably for the benefit of" them. This is a trust under any definition, and the so-called vendor's lien cannot destroy such trust or change the trust relationship between the trustee and the beneficiaries.

A nonprofit educational institution, such as Grinnell, is what is known in law as a charitable corporation. In re Estate of Cooper, 229 Iowa 921, 295 N.W. 448.

Appellant places some reliance upon a rule of law that a transfer direct to a charitable corporation of property to be used for any of the purposes for which the corporation is organized, generally speaking, makes the corporation the owner of such property and does not create a trust. Restatement of the Law, Trusts, Vol. II, 1093. Hastings v. Rathbone, 194 Iowa 177,188, 188 N.W. 960, 23 A.L.R. 392; 10 Am. Jur. 610, section 37; Hobbs v. Board of Education, 126 Neb. 416, 253 N.W. 627; St. Joseph's Hospital v. Bennett, 281 N.Y. 115, 22 N.E.2d 305, 130 A.L.R. 1092.

That rule is not here applicable because the payments to be made the Younkers and their relatives and the Des Moines Institute of Fine Arts are not payments for any of the purposes for which Grinnell College was organized. Nor, under the trust agreement, are such payments merely charges upon the property. They are payments which said agreement requires that the trustees make to beneficiaries of the trust.

The foregoing considerations lead us to conclude the real estate was not "owned" by Grinnell College as a part of its endowment fund, within the meaning of the exemption statute, and hence was not exempt from general taxes, under said statute.

The trial court did not determine whether or not the transaction constituted a technical trust, stating:

"It seems to this court that for the purpose of arriving at a decision of the question presented it is of no consequence what name is given to the transaction but the court should look to the substance thereof and determine therefrom the question of exemption."

Our holding that a trust was created renders unnecessary a consideration of the case from the standpoint of whether or not the tax exemption would follow if the transaction left the Younkers with only an equitable charge against the realty as security for the payments due them and we express no opinion upon that proposition.

[3] III. Appellant asserts that if we hold Grinnell owns only a part of the equitable estate in the realty, such part is exempt from taxation under the exemption statute. It takes the position that the value of the beneficial interest owned by Grinnell should be deducted from the entire value in fixing the value to be taxed. It would have such value fixed annually upon the proportionate interest in the fund arising from the earnings used for the benefit of the Younkers and their relatives. Upon the foregoing propositions appellant cites: Ellsworth College v. Emmet County, supra, 156 Iowa 52, 135 N.W. 594, 42 L.R.A., N.S., 530; Masonic Temple Craft v. Board of Equalization, 129 Neb. 293,261 N.W. 569; Young Men's Christian Assn. v. Lancaster County,106 Neb. 105, 182 N.W. 593, 34 A.L.R. 1060; Board of Home Missions and Church Extension v. Philadelphia, 266 Pa. 405,109 A. 664; Hanagan v. Rocky Ford Assn., 101 Colo. 545, 75 P.2d 780.

The record indicates the real estate produces substantial income. The rents are based upon annual sales of the tenants, with a guaranteed minimum of $63,000. Net earnings above taxes, ground rent, interest and operating expenses, not including principal payments on the mortgage, were approximately as follows: for 1938, $47,000; for 1939, $48,000; for 1940, $47,000; for 1941, $60,000, and for 1942, $82,000. The taxes for 1942 (payable in 1943) were about $23,000. This figure does not include taxes of about $4,500 on the forty-four-foot rented strip which is not claimed to be exempt.

However, the record does not show what part of the net earnings for any year was used for the benefit of the Younkers and their relatives. The only evidence upon this point is that in May 1943 Grinnell had $8,000 in bonds in the reserve funds and $17,900 cash on hand, part of which came from another endowment. Hence we need not consider the legal propositions upon which appellant bases its claim to partial exemption and we express no opinion thereon.

IV. Appellant makes some contention that the real estate is wholly exempt because the primary purpose and use of the income is for Grinnell. Certain decisions from other jurisdictions, under statutes differing from ours, are cited.

In this case the net income, for the time being, is first devoted to making the annual payments of $40,500 to the Younkers and their relatives and perhaps in part to the annuity reserve fund. This requires a large part of the net income. Under the circumstances it should be regarded as the primary purpose for which such income is used.

There is also evidence that the assessed value of the real estate, less the forty-four-foot strip, was approximately $620,000. Based upon such valuation, the equity above the $175,000 mortgage would be $445,000. An actuary testified that the minimum sum required to purchase from an insurance company the annuities provided by the agreement would be about $459,000.

Appellant points out that the computation of the actuary is based upon annuities absolutely payable by an insurance company, whereas in this case, either at some time or from the beginning, the monthly amount payable to each annuitant is contingent upon the net income being sufficient therefor. It may be conceded that the figure given by the actuary does not precisely measure the present worth of the beneficial interest of the Younkers and their relatives in the property. However, when considered in connection with other matters shown of record, it tends to indicate that such interest is the major one and affords support to our holding that the primary purpose and use of the income is not for Grinnell.

It is our conclusion that appellant failed to show the real estate was exempt from taxation in whole or in part. — Affirmed.

HALE, C.J., and SMITH, MULRONEY, GARFIELD, and BLISS, JJ., concur.

WENNERSTRUM, MILLER, and MANTZ, JJ., dissent.