Poppenhusen v. Poppenhusen

On June 26, 1868, under the presidency of Mr. Charlick, a meeting of the directors of the New York & Flushing Railroad Company was held, at which it was voted to change the site of the depot to Bradford avenue, and a map thereof was filed in the office of the clerk of Queens county, on June 28, 1868. On August 11, 1868, the Poppenhusens entered the directorate of the New York & Flushing Company ; Orange Judd being then chosen president and treasurer, with Conrad Poppenhusen and Stephen P. Gooding upon the executive committee. At other meetings later in 1868, the subject of consolidation with the new company was considered., On November 30, 1868, Herman C. Poppenhusen became director of the New York & Flushing Company and acted as secretary for that meeting.

On January 19, 1869, the deed above mentioned, which Mr. Prince had obtained from Mr. Master with the name of the grantee in blank, in which appeared Mr. Judd’s name as grantee, was recorded. On April 6, 1869, a special act (Laws 1869, c. 142) was passed for the purpose of consolidating the two roads. On April 26, 1869, the directors of the new Flushing & North Side Company, being about to consummate the corporate union, elected H. C. Poppenhusen treasurer, to take effect May 1st, and passed resolutions providing that, after consolidation, a general mortgage should be issued upon the entire line, but, before giving this mortgage, that:

“All lands not required to be used for railroad purposes shall be conveyed to Herman C. Poppenhusen, to be held in trust for the benefit of this railroad company, and that the president and secretary be authorized to execute to Herman 0. Poppenhusen proper deeds of conveyance of such lands.”

Mr. Judd was then president and the nominal grantee of these lots, which, however, would be required for the new station if the plans of the older road were to be carried out. The deed of partial consolidation of the two railroads was dated May 1, but was not acknowledged till June 30, and recorded July 6, 1869. At a meeting on June 30, 1869, of the directors of the old New York & Flushing Company, at which both Orange Judd and H. C. Poppenhusen were present, this deed of partial consolidation was authorized, and at the same meeting it was unanimously voted:

“That, in transferring the property to the said Flushing & North Side Railroad Company, the president and secretary be authorized to convey the several lots of land of this company in Flushing to H. C. Poppenhusen, as may be directed by the directors of the Flushing & North Side Railroad Company, who shall furnish order for the same.”

As already stated, the deed from ■ Orange Judd and wife to the plaintiff’s husband is acknowledged on the same day—June 30, 1869. On that day also was acknowledged the general mortgage, though dated May 1st.

There is also evidence tending- to show that the deed itself from Mr. Judd to Mr. H. C. Poppenhusen was delivered to counsel for the railroad company, and, after being recorded, was listed in Mr. Hinsdale’s register among the deeds and papers of the Flushing & North Side Railroad Company. It was also testified that later the deed had

There is also evidence showing that the interest on the purchase-money mortgage upon the lot in question was regularly collected from the railroad company up to the year 1871, which was as late as the records of Mr. Prince were procurable. It also appeared that Mr. H. C. Poppenhusen was thereafter on the executive committee of the consolidated railroad company, and that as such he was officially cognizant of the erection of the present brick station house on the lot in question, and, so far as appears, never made any claim to the ownership thereof.

It is, however, urged, that the railroad company cannot show any beneficial interest in this lot, because the New York statute of uses, since 1830, has abolished resulting trusts when the consideration for the grant is paid by another than the grantee. The statute declares that no use or trust results from such payment (except as to creditors), unless the grantee either—

“(1). Takes the same as an absolute conveyance in his own name, without the consent or knowledge of the person paying the consideration; or

“(2) In violation of some trust, purchases the property so conveyed, with money or property belonging to another.”

Laws 1909, c. 52, § 94 (Consol. Laws, c. 50); 1 Rev. St. pt. 2, c. 1, tit. 2, §§ 51-53.

1. It now appears that the railroad company had previously purchased the land, and .it was in connection with this deed to Judd that the consideration was paid by another than the grantee. Judd, the plaintiff’s grantor, had since been holding the title for his company. Even if the railroad company, as against him, could not have enforced a resulting trust, Mr. Judd could properly recognize his fiduciary relation and convey the land as his company might direct. Robbins v. Robbins, 89 N. Y. 251 . The court there said (page 257):

“In the next place, the plaintiff is not entitled to have the statute (section 51, ante) strained in his favor, and, taken literally, it does not cover his case. The grant to him was from Fay, and for that no valuable consideration was paid. Fay conveyed because, in common honesty and fulfillment of .his trust, he was bound to convey. The plaintiff’s claim is strict! juris. The statute (section 51) now invoked by the plaintiff, if operative in such a case and according to the plaintiff’s claim, was effectual as between Fay and the defendant, and vested in Fay the title so completely that the defendant had no legal or equitable interest in the land. Garfield v. Hatmaker, 15 N. Y. 475 . Fay had a right, however, to recognize his moral obligation and convey it to such person as defendant chose.”

See, also, Smith v. Balcom, 24 App. Div. 437 , 48 N. Y. Supp. 487 ; Church of St. Stanislaus v. Algemeine Verein, 31 App. Div. 133 , 52 N. Y. Supp. 922 .

2. Also, where an express trust has been created, this statute does not apply. Gage v. Gage, 83 Hun, 362 , 31 N. Y. Supp. 903 ; Carr v. Carr, 52 N. Y. 251 , 261.

In Michigan, which also has followed New York and abolished resulting trusts, such statute seems not to interfere with enforcing the duty of railroad officials with respect to lands acquired with corporate funds. Mich. Air Line Co. v. Mellen, 44 Mich. 321 , 6 N. W. 845 .

Plaintiff, however, urges that the minute book of the corporation is not evidence against this plaintiff; also that the entries therein are inadmissible under section 829 of the Code. Such a record of a corporation, however, is in no sense a personal transaction. Furthermore, a witness producing and proving such a record, even if an agent of the corporation, is not a party to the action, and is not interested, and, therefore, is not disqualified. Matter of Woodward, 69 App. Div. 286 , 293, 74 N. Y. Supp. 755 .

While such entries might not bind outsiders, the record of the vote imposing the terms and conditions of these deeds to be executed is admissible as showing the act of the corporation and the assent thereto by Mr. H. C. Poppenhusen, its appointee, to take title, being its treasurer at the time. The effect of such a record or minute upon the official making it, or under whom it is made, as showing his assent, is well recognized. Wigmore, Ev. § 1074.

Comment is made on the fact that H. C. Poppenhusen and wife did afterward, in May, 1872, convey to the Newtown & Flushing Railroad Company lot 55, which had also been included in the conveyance from. Orange Judd. Indeed, Mr. Prince testified that lot 55 was acquired by Mr. Charlick for railroad purposes, near the same time as the three lots here in question.

It is urged that the consideration of $1,000, stated in this deed, points to the conclusion of personal ownership by Mr. Poppenhusen. It is not shown what disposition was made of this $1,000, or what were the corporate relations between the two railroads. As Mr. Poppenhusen was' still on the executive committee of the Flushing & North Shore Railroad in 1872, this conveyance in his name' may be quite consistent with the execution of some intercorporate arrangement.

Mr. Prince’s conversations with Mr. Charlick and his acts in pursuance, thereof are admissible as showing the real transaction, and are competent after the deed drawn by Mr. Prince had been introduced as part of plaintiff’s chain of title. Without such evidence showing a fiduciary relation, great frauds could be perpetrated by nominal holders of title. My conclusion, therefore, is that Mr. Herman C. Pop

Judgment is therefore directed dismissing the complaint; also dismissing the counterclaim of the Long Island Railroad Company.

Judgment accordingly.