Vidal v. Girard's Executors
VIDAL V. GIRARD'S EXECUTORS
Vidal v. Girard's Executors was an 1844 decision by the Supreme Court, 43 U.S. (2 How.) 127, 11 L.Ed. 205, that held that the city of Philadelphia, Pennsylvania, had power, pursuant to its charter, to accept and administer a charitable trust.
Stephen Girard was a native of France who emigrated to the American colonies shortly before the Declaration of Independence. Prior to 1783, he became a resident of the city of Philadelphia, where he died, a childless widower, in December 1831. In addition to some minor real estate holdings near Bordeaux, France, Girard owned real property in the United States that had cost him $1.7 million and personal property worth approximately $5 million. On December 25, 1830, he executed a will making various bequests to his relatives and friends, to the city of New Orleans, and to specified charities. His will and two codicils were admitted to probate on December 31, 1831. His closest relatives were a brother and a niece, who sought to have a portion of his will set aside, and three other nieces, who were named defendants in the action. The lower court ruled in favor of the defendants, and the plaintiffs appealed to the Supreme Court.
The controversial clauses of Girard's will established a college for impoverished white male orphans between the ages of six and ten years. In addition to specifying the subject matter to be taught, the will barred clergymen of any denomination from holding any post within the college and from visiting the premises. Girard also bequeathed $500,000 to be invested and the income therefrom applied to the construction, lighting, and paving of a street in eastern Philadelphia, fronting the Delaware River, to be called "Delaware Avenue." He also gave $300,000 to the commonwealth of Pennsylvania to improve canal navigation. To implement these provisions, Girard bequeathed the residue and remainder of his real and personal property to the mayor, aldermen, and citizens of Philadelphia in trust.
The heirs of Girard instituted an action to have the devise of the residue of the real property to the mayor, aldermen, and citizens of Philadelphia in trust be declared void, on the theory that the recipients lacked the capacity to take lands by devise; or if they were deemed capable of taking by devise for their own benefit, they lacked capacity to take the lands in trust. The plaintiffs also asserted that because the beneficiaries of the charity for which the lands were devised in trust were ambiguous, indefinite, and vague, the will had not created a trust that could be executed or recognized at law or in equity. The complaint sought the establishment of a resulting trust for the heirs, an accounting, and other relief.
This case contained three principal issues. The initial question focused on whether the corporation of the city of Philadelphia had the capacity to take the real and personal property for the construction and maintenance of a college pursuant to the trust established by the will. The second issue centered on whether the charitable purposes were valid and capable of being effectuated in accordance with the laws of Pennsylvania. The third issue involved the effect of the invalidation of the trust upon a finding that it violated Pennsylvania law, in terms of whether the property would fall into the residue of the estate and belong to the corporation of the city through the residuary clause of the will or belong, as a resulting trust, to the heirs of Girard.
With respect to the first issue, the Court held that where a corporation has the legal capacity to take real or personal property, it can accept it and administer it in trust to the same extent and in the same manner as a private person might execute a trust. The act of March 11, 1789, that incorporated the city of Philadelphia expressly conferred upon it the power to own and otherwise benefit from real and personal property. The Court noted that if the trust were inconsistent with the purposes for which the corporation was established, the trust itself would not be void, assuming that it was otherwise valid. Rather, a court, in the exercise of its equity jurisdiction, would simply order the substitution of a new trustee to execute the trust.
The Pennsylvania legislature passed the acts of March 24 and April 4, 1832, to implement particular improvements and execute certain trusts, pursuant to Girard's will. The Court acknowledged that this legislation was not a judicial decision entitled to the full force and effect of such but indicated that it was a legislative ratification of the competency of the corporation to take the property and implement the trusts. If the trusts were otherwise valid, the legislature could not challenge the competency of the corporation in this regard. In addition, neither the heirs nor any other private persons could contest the right of the corporation to take the property or to administer the trusts. This right was reserved solely for the state in its sovereign capacity.
The second issue involved a challenge of the trusts on the theory that because the Statute of Charitable Uses was not in effect in Pennsylvania, no charitable trust could be created. The Statute of Charitable Uses validated charitable trusts and such trusts that did not have an independent existence apart from that statute and its successors. As a result, if the statute had been expressly repealed or had been declared not a part of the common law of a particular state, no charitable trust could be established in that state. The Court, however, rejected this theory and stated that charitable uses were known and upheld prior to the Statute of Charitable Uses; the statute merely acknowledged the existence of such uses and provided for their enforcement. The Court cited the then recent report of the Commissioners of Public Records in England, which contained a collection of early Chancery cases involving charitable trusts, to support this finding and to dispose of the plaintiffs' contention that the trust was void because the beneficiaries were too uncertain and indefinite for the bequest to have any legal effect. These early cases showed that charitable uses were valid at the common law and enforceable in Chancery pursuant to the general jurisdiction of the court. The Court of Chancery exercised such jurisdiction both prior to and subsequent to the enactment of the Statute of Charitable Uses. The cases also established that the Court of Chancery enforced charitable trusts created for the benefit of general and indefinite charities, as well as for specific charities. Chancery had also upheld trusts in cases where either no trustees were appointed or the trustees were not competent to execute the trust.
In terms of the second issue, the heirs also asserted that the trust that established the college for orphans was void because its terms violated the constitution, the common law, and the public policy of Pennsylvania. The purported violations consisted of (1) excluding all religious personnel of any sect from positions within the college or from visiting the premises and (2) limiting instruction to purely moral concepts of goodness, truth, and honor, thereby implicitly excluding all instruction in the Christian religion.
The Court ruled that Girard had adopted a position of neutrality with respect to the exclusion of all religious influence from the administration of the college. He had not explicitly impugned Christianity, which, in a qualified sense, was a part of the common law of Pennsylvania, or any other religion. Rather, he had merely wanted the students to remain free from sectarian controversy and wished them to study a curriculum that did not place inordinate emphasis on religious subjects. He did not proscribe members of the laity from teaching the general principles of Christianity or analyzing the Bible from a historical perspective. The Court concluded that Girard's provisions did not contravene the laws, the constitution, or the public policy of Pennsylvania.
The Court affirmed the ruling of the lower court upholding the trust and thereby deemed it unnecessary to examine the third issue in this case, which involved the question of to whom the property would belong if the trust were declared void.
Wilson, George. 1996. Stephen Girard: The Life and Times of America's First Tycoon. Cambridge, Mass.: Da Capo.