Pennsylvania Horticultural Society v. Craig
Pennsylvania Horticultural Society v. Craig
Opinion of the Court
Opinion by
That the deed of 1887 conveyed a base, qualified or determinable fee cannot in the light of the authorities be seriously questioned. The estate conveyed may continue forever, and for this reason it is deemed to be a fee, but it may be determined if the property be diverted from the use intended, or if .the conditions annexed to the grant be otherwise broken, and this makes it in contemplation of law a base or qualified fee.. If the rights of the parties to the present controversy depended alone upon the' deed of 1887, it would necessarily follow that the Horticultural Society could not compel a conveyance to it of an absolute title in fee simple to the property which the donor in her grant declared should be held, enjoyed and used upon certain conditions. The conditions annexed to the grant were not unlawful and must be deemed binding upon the trustees as well as the society for whose benefit the conveyance was made. We cannot agree with the contention of learned counsel for appellee that the conditions annexed to the grant in the deed of 1887 are void because of restraint upon alienation, or in violation of the rule against perpetuities. Of the numerous cases cited in the printed argument of appellee, not one relates to a base fee. At common law an unqualified restraint on the voluntary alienation of a fee simple interest, whether in the form of a prohibition or a clause of forfeiture, was held to be void; and the same rule prevails in Pennsylvania. But this rule applies only when the grant in the first instance conveys an absolute fee simple interest. In such a case, subsequent conditions intended to restrain the owner from exercising all incidents of the fee are void. In the case at bar the donor by her deed of 1887 did not part with .all the incidents of the fee, and this makes a distinction clearly recognized in the application of the rule
We must now consider whether what was subsequently done vested the absolute title in the trustees for the use of the Horticultural Society so as to nullify the clause in the deed retaining a reversionary interest in the donor. The learned court below held that this result was accomplished by the deed of 1893. If the granting and habendum clauses contained in this deed stood alone, unexplained by the recitals in that and other deeds and resolutions relating to- the conveyance, we would feel bound by this view of the case. But this is
We all agree with learned counsel for appellee that the lease of November 28, 1894, is not a charge or encumbrance within the meaning of the condition annexed to the grant in the deed of 1887. The condition , withheld from the trustees the power to “sell or convey, alienate, encumber or charge” the property conveyed by the deed. The trustees have not undertaken to sell, convey, or alienate the premises. They have not encumbered or charged the property with the lien of any indebtedness. They have leased it for a term of years for the very purpose of preserving the trust in order to carry out the wishes of the .donor. In her deed of 1887 the donor, re
Our conclusion is that the trustees under the deed of 1893, read in connection with the deeds of 1887 and 1894, hold the title in fee to the premises in dispute in trust for the uses and purposes of the Horticultural Society, and that they can sell and convey the same free and discharged of all trusts and conditions and without liability on the part of the purchasers to see to the application of the purchase money. If the trustees sell and convey the property it shall be their duty to re-invest the proceeds in real or personal property as they may deem best, and . when this is done they shall “hold the same upon the same trusts as were in said deeds (1887, 1893 and 1894) set forth with like power of sale and re-investment from time to time, as the proper execution of the trust may require.” But so long as the trustees hold the title to the premises in controversy here, it is to be held for the uses and upon the trusts set forth in the deed of 1887.
This view necessarily makes the duties of the trustees active and is an answer to the contention that the trust being dry there should be a conveyance direct to the beneficiary. The property was conveyed in trust; the grant was accepted in trust; and the trustees have undertaken to perform their duties under the trust.. Nothing has occurred to warrant a court in declaring the trust at an end and in decreeing a' conveyance to the beneficiary.
We cannot therefore agree with the. learned court below that for the reasons stated in the opinion of that court, or for any other reason, a conveyance of the fee simple title free and discharged from all trusts and confidences by the trustees to the appellee should be decreed.
Decree reversed and bill dismissed at the. cost’ of appellee.
Reference
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- Trusts and trustees — Base or qualified fee — Restraint on alienation — Rule against perpetuities — Deeds—Construction of deeds— Lease. 1. Where a deed is given by the owner of land to trustees for the use and benefit of a horticultural society “without any power on the part of the said society or the said trustees at any time to alienate or encumber the same,’’ and with reversion to the grantor or her heirs “if at any time the said society shall cease to use the said property as above mentioned or cease to exist,” the conditions annexed to the deed are valid and the grantees are bound by them; they are not void on the ground that they are a restraint upon alienation or violate the rule against perpetuities. 2. In such a case where the grantor executes a second deed in which she recites the destruction of the society’s building by fire, and a request by the society to her to grant to the trustees the power to sell the property free from the trust, and to invest the proceeds for the use and benefit of the society, and then grants to the trustees free and discharged from all trusts, all her right, title and interest in the land, and by a subsequent and third deed in which she recites the two prior deeds, she restricts the scope of the grant in the second deed so as to require the trustees to reinvest the proceeds of the sale for the same trusts as were in the two former deeds set forth, and the trustees by accepting this last deed acquiesced in the restrictions of the former deeds, thus recited, they are bound by the intention so declared and such conveyance will not be construed to convey a fee simple estate to the society so as to give it a standing to demand an absolute conveyance from the trustees after the death of the grantor. The trustees are still to hold the property if they do not sell it, or the proceeds thereof if they do sell it, subject to the same trusts as were created by the original grant. 3. In such a case where the first deed gave to the trustees the power to lease, collect and receive rents and to exercise general supervision over the building, but without power to “sell or convey, alienate, encumber or charge” the property, the trustees do not violate the condition of the deeds by executing a lease of the society’s building for thirty years, as the only means of securing the re-payment of money advanced by persons to re-build the structure after the fire, where it appears that the lease reserved to the society ample accommodations in the building for all its public purposes; and this is especially so where it appears from the recital in the original deed that the purpose of the grant was to establish a perpetual memorial to the grantor’s deceased brother, who had been president of the society. Deeds — Recital—Intention. 4. Recitals in a deed are to be considered in determining the true intent and meaning of the parties, and will restrict general words to a narrower meaning if the intent is clear. Deeds — Base fees — Gonditional estates — Strict construction. 5. Conditions in a deed creating a base or conditional fee are strictly construed. When an estate or freehold is to be divested and the grantor re-instated the burden is on him who asserts the right to re-enter to show the breach of the precise conditions upon which the estate reverts.