1. Whatever may be the terms creating a trust estate, its nature
and duration are governed by the requirements of the trust.
2. A, died in 1807. By his last will and testament, he devised
his entire estate to B., in trust, first, to set apart a certain
house and its contents, together with one-third of the net income
of his estate, to his widow for her natural life; then to divide
said estate into four equal parts, and allot one to his son C.,
another to the children of the latter, and the remaining two to his
daughters D. and E. respectively; then, upon the death of said
widow, to set apart to D. and E. the house occupied by her, the
same being a charge against their respective shares of the estate;
next to hold the shares of said D. and E. in trust for their sole
and separate use, free from the control of their husbands, during
their respective natural lives, but in the event of either of them
dying without issue, her share should go to the children of C. The
will further provided that B should have the largest powers and
discretion in taking charge of and managing the estate, and
authorized him to have, hold, direct, and control the aforesaid
trust property according to his best judgment, and to sell and
dispose of the same, or any parts thereof, from time to time,
subject only to the aforesaid trusts and as freely as A. could do
if living, and also in all things to have the same powers, rights,
privileges, benefits, advantages as A. might have if living in all
and any contracts, bargains, agreements, companies, or other
compacts to which he, A., was a party. By consent of the parties
interested, no division or distribution of the estate was made. The
widow died in 1888, C. in 1869, and D. and E. in 1870, both of the
latter without issue. In 1871, B., as trustee, conveyed certain
parts of the real estate to F. Thereupon C.'s children filed this
bill to have the conveyance set aside as null and void, and for a
decree entitling them to the possession of the premises.
Held:
1. That at the time B. undertook to sell the property to F., the
trust estate created in him by the will of A. had become
extinct.
2. That his powers as trustee having ceased, his conveyance to
F. was void.
William A. Bradley, of the City of Washington, died in 1867,
leaving a last will and testament, as follows:
"I, William A. Bradley, of the City of Washington, being of
sound disposing mind, memory, and understanding, do make and
publish this my last will and testament, hereby revoking all and
every other will heretofore made by me."
"Item first. After the payment of my just debts and funeral
expenses by my executors hereinafter named, I give, devise, and
bequeath all of my estate, real, personal, and mixed, of whatever
kind it may be, and wheresoever situated, to my son, William A.
Bradley, Jr., and my cousin, A. Thomas Bradley, their heirs,
executors,
Page 101 U. S. 783
and administrators, the survivor of them, his heirs, executors,
and administrators, in trust, first, to set apart the house in
which I now reside on New York Avenue, in the City of Washington,
together with all and singular the household effects, including
pictures, plate, books, and other chattels now therein, or therein
at the time of my death, to my dear wife, to be held exclusively by
her during her natural life, and out of the net income derived from
my said estate of every sort to pay to her one equal third part
annually, or quarter-yearly, as she may prefer, so long as she
shall live."
"Next I direct my said trustees, and the survivor of them, to
divide all of my said estate immediately after my death, including
that which is real, personal, or mixed, into four equal parts, as
near as in their or his judgment and valuation can be done, and if
they cannot agree, they shall select a competent disinterested
third to aid them in such division and valuation, and the decision
of any two of said three persons shall determine said division and
valuation, and of these parts my said trustees, or said survivor,
shall allot one part to my said son, William A. Bradley, Jr.; one
part to the children of my said son, now or hereafter born in
lawful wedlock; one part to my daughter, Jeanette H. Linton; and
one part to my daughter Sidney T. Edelin, whose portion shall
embrace the property owned by me situated in Corning, Steuben
County, in the State of New York and known as and termed in my
family the 'Corning property,' and if either or both of my said
daughters die without issue either before or after my death, her or
their said fourth parts shall go to the children of my said son now
and hereafter born, share and share alike, subject as to Sidney's
portion to the subsequent provisions in this will."
"Next, upon the death of my said wife, I direct my said trustees
and the survivor of them to add to the parts set apart to my said
daughters the house specially set apart for my said wife for life,
the same being an equal charge upon their portions during her said
life, and charging them on their said parts each five thousand
dollars for their respective interest in said property, and they or
the survivor of my said trustees shall also take into possession
the said household effects and other chattels, and make, according
to his or their judgments, an equal distribution of the same in
kind as to the whole, or in part as to some and in the proceeds of
sales as to others, among the parties entitled to take real estate
under this my will, and in the same proportions."
"Next, if my said daughter Sidney T. dies before her present
husband, and he survives me, and she leaves no issue, then I
direct
Page 101 U. S. 784
my said trustee and the survivor of them to convey to said
Sidney T.'s husband, Dr. Alfred Edelin in fee simple, that part of
my estate known as aforesaid as the 'Corning property.'"
"Next, I direct my said trustees and the survivor of them to
hold the portions my said daughters receive under this my will in
trust to and for their respective, sole, and separate use, as if
femes sole, and never married, free from the control of
any present or future husbands they or either of them may ever
have, and not to be in any manner subject to the control or liable
for the debts of such husbands for and during their respective
natural lives, and if either of them dies before or after me
leaving issue, such issue shall have the mother's part, share and
share alike, to be held in trust for them by my said trustees and
the survivor of them, until the youngest of such issue shall attain
the age of twenty years, or in the discretion of my said trustees
and the survivor it may appear best to terminate said trusts; and
in the absence of issue of either or both of them, then to follow
the dispositions hereinbefore provided in that event; but whether
with or without issue of my said daughter Sidney T., nothing shall
be herein understood to prejudice the conditional estate
hereinbefore provided for her said husband."
"Next, I direct that upon the division into four parts
hereinbefore prescribed, my said son, William A. Bradley, Jr., or
his heirs, shall have and receive his portion immediately, except
only his distributive share in the personal property left to my
wife for her life, and free from any and all trusts whatever
contained in this will."
"Item second. I give and bestow upon my said trustees and the
survivor of them the largest powers and discretion in taking charge
of and managing my estate, and authorize them and the survivor to
have, hold, direct, and control the aforesaid trust property
according to their or the survivor's best judgment, and to sell and
dispose of the same, or any parts thereof, from time to time,
subject only to the aforesaid trusts, and as freely as I myself
could do if living, and also in all things to have the same powers,
rights, privileges, benefits, advantages as I myself have or might
have if living, in all and any contracts, bargains, agreements,
companies, or other compacts to which I am now or may become a
party."
"Item third. I nominate, constitute, and appoint my said
trustees, and the survivor of them, executors and executor of this
my last will and testament."
"In witness whereof, I have hereto set my hand and seal this
seventh day of August, in the year eighteen hundred and
sixty-six."
"W. A. BRADLEY [SEAL]"
Page 101 U. S. 785
The testator's widow died in 1868, his son in 1869, and his
daughters, without issue, in 1870.
Under item second of the will, A. Thomas Bradley, the other
trustee being dead, undertook as surviving trustee, in June, 1871,
to convey to Mark Young certain mill property in Georgetown,
whereof the testator died seised. To recover it, this bill was
brought by the children of William A. Bradley, Jr., son of the
testator.
The court below held the conveyance void for want of power in
the trustee to make it, and granted the relief prayed in the bill.
Young thereupon appealed to this court.
MR. JUSTICE MILLER delivered the opinion of the Court.
The decision of this case turns upon the construction of the
powers conferred by the will on the trustees named in it.
As this question of power is the principal one in the case, a
critical examination of the terms of the will as connected with the
condition of the trust estate and of the
cestuis que
trust, at the time of the execution of the deed, becomes
necessary.
The will begins by a declaration that the testator gives,
devises, and bequeaths all of his estate, real, personal, and
mixed, of whatever kind it may be and wherever situated, to William
A. Bradley, Jr., his son, and A. Thomas Bradley, his cousin, and to
the survivor and his heirs in trust. Then follows the distinct
declaration of these trusts, the first of which is of the house in
which he lived, and its furniture, and one-third of the net income
of his estate besides, to his wife during her life. He next directs
that the trustees shall divide all his estate immediately after his
death into four equal parts, and allot them as follows: one part to
his son William, who shall receive his portion at once; one to the
children then living or thereafter born to said William; one to
Mrs. Linton, a married daughter; and one to Mrs. Edelin, another
married daughter. The portions left to the two daughters were to
include the homestead, for which each of them was to be charged
$5,000 in dividing the property,
"and the trustees or the survivor of my said trustees shall also
take into possession the said household
Page 101 U. S. 786
effects and other chattels, and make, according to his or their
best judgments, an equal distribution of the same in kind as to the
whole or in part as to some, and in proceeds of sales as to others,
among the parties entitled to real estate under this will, and in
the same proportions."
He next directed the trustees to hold the portions of his
daughters in trust for their sole and separate use, free from the
control of their husbands and from liability for their debts, and
he provided for such disposition of their respective shares on
their death that all the interest of both of them, and in fact all
the beneficial interests under the will, had vested in the children
of William A. Bradley, Jr., at the time the deed to Young was made
by A. Thomas Bradley. This resulted from the death of each daughter
childless, and the death of testator's wife and son.
By the unanimous request of the persons interested under the
will, no division into four parts and no distribution of the estate
was ever made. As we have already said, by reason of the death of
all the beneficiaries under the will except the children of W. A.
Bradley, Jr., and by the payment of all the debts of the testator,
the entire interest in the estate of the testator had become vested
in them, and under these circumstances the inquiry is what
authority had the surviving trustee to sell real estate.
The legal title, it is argued, is vested in him by the will. The
power conferred by item second is as ample as language can make it,
with the single limitation that it is subject to the trusts of the
will. The estate vested in the trustees was designed to enable them
to execute these trusts. It was not an estate to last forever. The
things to be done by the trustees were defined, and in the nature
of things, were to have an end.
What were the purposes for which this trust was created, and
what remained for a trustee to do in execution of them?
1. They were to hold for the benefit of the widow during her
life, and see that she received the one-third of the annual income
of his estate. She is long since dead, and that trust has
ceased.
2. We may suppose that in making the partition and distribution,
sales to equalize, and conveyance to the distributees
Page 101 U. S. 787
were necessary. The whole interest has become vested in one of
the four distributees of the will, and nothing remains to be done
under the trust in regard to that distribution.
3. The trustees were to hold the shares of the daughters as a
protection against their husbands, and for the children of these
daughters until the youngest of such children should attain the age
of twenty-one years, unless in the discretion of the trustees it
should appear best to terminate the trust earlier. There were no
such children of the daughters, and the daughters are both
dead.
There was no such control over the distributive shares of the
children of W. A. Bradley, Jr., and as the whole of it has come to
them, the trustees are not their trustees as they were of the widow
of the testator, his daughters, and their children if there had
been such.
These are all the trusts declared by the will. They were all
performed, superseded, or terminated before the deed to Young was
made. The trustee, in making that deed, was discharging no trust
reposed in him and no duty required of him by the will. It is not
suggested anywhere that any such purpose was in view. It is said
that the property was dilapidated and needed repair. But as it
belonged to Mrs. Bradley and her children, and as the will did not
confer on the trustees any guardianship or control over the
property of the testator's son's children after their share was
allotted to them, the trustees had no power over it when it came to
them by the other provisions of the will on the death of the other
devisees.
The doctrine is well settled that whatever the language by which
the trust estate is vested in the trustee, its nature and duration
are governed by the requirements of the trust. If that requires a
fee simple estate in the trustee, it will be created though the
language be not apt for that purpose. If the language conveys to
the trustee and his heirs forever, while the trust requires a more
limited estate either in quantity or duration, only the latter will
vest.
Mr. Perry, in his work on Trusts, supports by a very full array
of authorities these two propositions in regard to the construction
of instruments out of which trust estates arise: 1. "Whenever a
trust is created, a legal estate sufficient for
Page 101 U. S. 788
the purposes of the trust shall, if possible, be implied in the
trustee, whatever may be the limitations in the instrument, whether
to him and his heirs or not." 2. "Although a legal estate may be
limited to a trustee to the fullest extent, as to him and his
heirs, yet it shall not be carried further than the complete
execution of the trust necessarily requires." Perry, Trusts, sec.
312. Again, he says:
"In the United States, the distinction between deeds and wills
in respect to the trustee's estate has not been kept up, and the
general rule is that whether words of inheritance in the trustee
are or are not in the deed, the trustee will take an estate
adequate in the execution of the trust, and no more nor less."
Sec. 320.
The case of
Noble v. Andrews, 37 Conn. 346, bears a
strong analogy to the one before us in principle, where it was held
that a gift to a person in trust for a wife during her life, and to
her heirs for ever, subject to her husband's curtesy, conveyed to
the trustee only an estate for the life of the wife, and at her
death the trust ceased.
This subject is considered and the authorities fully reviewed by
Mr. Justice Swayne, in
Doe, Lessee of Poor v.
Considine, 6 Wall. 458. "It is well settled," says
he,
"that where no intention to the contrary appears, the language
used in creating the estate will be limited and restrained to the
purposes of its creation. And when they are satisfied, the estate
of the trustee ceases to exist and his title becomes extinct. The
extent and duration of the estate are measured by the objects of
its creation."
We are satisfied that at the time A. Thomas Bradley undertook to
sell to Mark Young the property in controversy, the trust estate
created in him by the will of William A. Bradley, Sen., had become
extinct, and that his conveyance was void because his powers as
such trustee had ceased.
Two minor objections are taken to the decree which require
notice.
1. It is said that the amount charged to Young for the use and
occupation of the property is excessive. It is a sufficient answer
to this to say that the matter was referred to an auditor, on whose
report the decree in that respect was based, and that no exception
was taken to his report.
Page 101 U. S. 789
2. It is alleged for error also that no provision is made by the
decree to refund to Young the purchase money, amounting to about
$10,000, paid by him under the contract. At first blush, this
demand of Young to have his money or the property seems just.
The court below seemed to be impressed with this view of the
matter, for in the order of reference to the auditor, who in that
court performs the functions of a master in chancery, he was
directed to report "how much, if any, of the money paid by said
Mark Young to A. Thomas Bradley went to the benefit and advantage
of the complainants." And he reported that none of it did. To this
branch of the report there was no exception, though an effort was
made, after the time for it had passed, to except to other parts of
the report. So that we are concluded by that report.
But in the view we have taken of the case, the sale by Bradley
was utterly void. The complainants are entitled to their property
and compensation for its use, and the matter of the return of the
money to Young is one solely between Bradley and him, with which
these complainants have nothing to do. It is not the rescission of
a valid contract, in which case the parties must be placed in statu
quo, but the recovery of property held on a void deed with a
declaration of its original nullity.
Decree affirmed.
