Willing v. Chicago Auditorium Assn.
Willing v. Chicago Auditorium Assn.
Opinion of the Court
delivered the opinion of the Court.
This suit,: which was begun in a state court of Illinois by the Chicago Auditorium Association, is said to be in the nature of a bill to remove a cloud upon title; All of the parties except a few of the defendants are citizéns of Illinois. These claimed that as to them there was a separable controversy, and they secured a removal of the whole causé to the federal court for northern Illinois. There Willing and other defendants moved to dismiss, on the ground that,the bill was not within the jurisdiction óf a court of equity and that the court “ is without jurisdiction of the subject matter of the case, made or at
The Circuit Court of Appeals held that the suit *was cognizable in a court of equity as one to remove a cloud upon title; and it reversed the decree with direction to the District Court to hear the evidence and determine the issues involved, 20 F. (2d) 837. This Court granted a writ of certiorari, 275 U. S. 519. Motions by Willing and others to remand the case to the state court had been made in the District Court on the ground that the controversy involved was single and entire as to all the defendants. The motions, which that court denied, were renewed in the Circuit Court of Appeals and again denied. We have no occasion to consider whether the alleged controversy was separable. For we are of opinion that the proceeding-does not present a case or controversy within the range of judicial decision ,as defined in Article III of the. Federal Constitution.
The facts alleged and proved are these: The Association, an Illinois corporation, was organized in 1886 for the purpose of constructing and..maintaining in Chicago a building containing a large, auditorium, galleries for exhibition of works of-art, offices and other rooms;.to provide thereby and otherwise, for the cultivation of. music, the .drama and the fine arts, and for holding in Chicago political and other conventions; and to use the premises
The building is now in fairly good condition, and continues to serve well the purposes for which it was constructed: The payments of rent and interest have been made regularly. Thus neither the public, the landlords, nor the bondholders have cause for dissatisfaction; But, for the stockholders, the investment has never been financially remunerative. •• In forty years only one. dividend has been paid; and that was one and a half per cent. Considered as a financial investment, the- building is now obsolete in design; and it is incapable of alteration without unjustifiable expense. The highest and best use of the property for the financial gain of the tenant would now be the replacement of this structure by a modern one adapted for business. .The Association desires to erect a large modérn commercial building of greatly increased height, the cost of which may be as much as $15,000,000, Appropriate changes in its charter powers have been made. Recently some of the stock has been acquired by the President of the corporation at a small fraction of its par valué.
There is no provision in the leases which in terms gives the Association the right to tear down this building and erect another in its place. It may be that the building, as and when constructed, became, ,and now is, property
. Counsel for the Association are of opinion that it has the legal, right to tear down the building and to construct the new one, without, first obtaining the consent of the several lessors and of the trustee for the bondholders, provided adequate security is furnished for the payment of the-ground rent pending the completion of the new building. But the Association deemed it advisable to obtain the consent qf the lessors arid of the trustee. To that end,negotiations were opened with Willing and one other of the lessors, and there was some talk of purchasing their interests. In the course of an infprmal, friendly, private conversation, Willing stated to the President of the Association that his counsel had advised that the lessee had no right to tear down the Auditorium Building without the consent of the lessors and of the trustee for the bondholders. Several of the lessors were never approached by anyone-on behalf of the Association. .Nor was the trustee for the bondholders. After this talk with Willing, a, year
The bill alleged that “ under the proper construction and interpretation of the terms, , covenants and conditions of said seyeral leases, your orator is fully empowered and has the right to. tear down and remove the present improvement as a part of and incidental to the,erection of a new improvement of equal or greater value not impairing in any way the security and property right of the said lessors or their successors and assigns, upon furnishing proper and adequate security during the removal of the present improvement and until the completion of the new improvement; but the defendants hereinafter named, or some of them, nevertheless claim and assert, and by reason of such claim and assertion certain persons with, whom your orator is obliged to deal in the financing of its aforesaid plans are fearful, that the present building cannot be removed without a violation of the terms, covenants and conditions of said leases . . . The aforesaid claims, fears and uncertainties respecting the rights of the parties to said leases, based upon the terms, covenants and conditions, of the leases of said property, have greatly impaired the value of the leasehold interests of your orator, and have made them unmarketable, and have prevented your orator from, exercising its rights with respect to said leasehold interests so as to secure therefrom the highest and best use of its interest in the land; and the terms, covenants and conditions of the said leases, in so far as they give color to said claims, fears and uncertainties, are clouds upon the title of your orator, for the removal of and relief against which your orator has no adequate remedy in a court of law.”
The bill prayed “ that this court will remove from the several leasehold interests of your orator the above mentioned claims and clouds based upon the alleged force and
There is not in the bill, or in the evidence, even a suggestion that any of the defendants had ever done anything which hampered the full enjoyment of the present use and occupancy of the demised premises authorized by. the leases. There was neither hostile act nor a threat. There is no evidence of a claim of any kind made by any defendant, except the expression by Willing, in an amicable, private conversation, of an opinion on a question of law. Then, he merely declined orally to concur in the opinion of the Association that it has the right asserted. For that, or for some other reason, several of the defendants had refused to further the Association’s project. Other defendants had neither done nor said anything about the matter to anyone, so far as appears. Indeed, several refrained, even m their answers, from expressing any opinion as to the legal rights of the parties.
Obviously, mere refusal by a landlord to agree with a tenant as to.'the meaning and effect of a lease, his mere failure.to remove obstacles to the fulfillment of the tenant’s desires, is not an actionable wrong, either at law or in equity. And the case lacks elements essential to the maintenance in a federal court of a bill to remove a cloud upon title. The alleged doubt as to plaintiff’s right under the leases arises on the face of the instruments by which the plaintiff derives title. Because of that fact, the doubt is not in legal contemplation a cloud, and the bill to remove it as such does not lie. It is true that the plight of
It is true that this is not a moot case, like Singer Manufacturing Co. v. Wright, 141 U. S. 696, and United States v. Alaska S. S. Co., 253 U. S. 113; that, unlike Keller v. Potomac Electric Co., 261 U. S. 428, 444, and Postum Cereal Co. v. California Fig Nut Co., 272 U, S. 693, the matter which it is here sought to have determined is not an administrative question; that the bill presents a case' which, if it were the subject of judicial cognizance, would in form come under a familiar head of equity jurisdiction; that, unlike Gordon v. United States, 117 U. S. 697, a final judgment might be given; that, unlike South Spring Hill Gold Mining Co. v. Amador Medean Gold Mining Co., 145 U. S. 300, the parties are adverse in interest; that, unlike Fairchild v. Hughes, 258 U. S. 126, and Massachusetts v. Mellon, 262 U. S. 447, there is here no lack of a substantial interest of the plaintiff in the question which it seéks to have adjudicated; that; unlike New Jersey v. Sargent, 269 U. S. 328, the alleged interest of the plain-, tiff is here definite and specific; and that there is here no' attempt to secure an abstract determination by the court of.the validity of a statute, as there was in Muskrat v. United States, 219 U. S. 346, 361, and Texas v. Interstate Commerce Commission, 258 U. S. 158, 162. But still the proceeding is not a case or controversy within the meaning of Article III of the Constitution. The fact that the plaintiff’s desires are thwarted by its own doubts, or by the
As the proceeding is not a suit within the meaning of § 28 of the Judicial Code, the motions to remand the cause to the state court should have been granted. Stewart v. Virginia, 117 U. S. 612; Upshur County v. Rich, 135 U. S. 467; Pacific Live Stock Co. v. Oregon Water Board, 241 U. S. 440, 447. Whether, as the respondent contends, it has a remedy under the law of Illinois, we have no occasion to consider. Fulwiler v. McClun, 285 Ill. 174. Compare McCarty v. McCarty, 275 Ill. 573; Greenough v. Greenough, 284 Ill. 416; Devine v. Los Angeles, 202 U. S. 313, 334-335. Even a statute of the,State could not confer a remedial right to proceed in equity in a federal court in a suit of this character. Pusey & Jones Co. v. Hanssen, 261 U. S. 491.
Reversed.
Concurring Opinion
Concurring opinion of
I concur in the result. It suffices to say that the suit is plainly not one within the equity jurisdiction conferred by §§ 24, 28, of the Judicial Code. But it is. unnecessary, and I am therefore not prepared,'to go further and say anything in support of the view that Congress may not constitutionally confer on the federal courts jurisdiction to render declaratory judgments in cases where,that form of judgment would be an appropriate remedy, or that this
Reference
- Full Case Name
- WILLING Et Al. v. CHICAGO AUDITORIUM ASSOCIATION
- Cited By
- 116 cases
- Status
- Published