Yale University v. Richard Blumenthal, Attorney General, 225 Conn. 32

Callahan, J. This case concerns the proper application and use of a bequest made to the Yale School of Medicine in the will of Thomas F. Smallman, a physician. Smallman was an alumnus of the Yale School of Medicine, a member of the class of 1905. He died in Brooklyn, New York, in 1928, leaving a will that he had executed a short time prior to his death. He was survived by his wife, Jane C. Smallman. In

article 22 of his will, Smallman left $225,000 in trust for his wife, directing that it be invested and that the net income be paid to her in quarterly installments during her lifetime, or until she remarried.

Article 22 also provided that upon the death or remarriage of Jane Smallman, “the net principal sum and net undistributed income therefrom, shall thereupon be paid to Yale College, at New Haven, Connecticut, to be used for the building of a wing for the Yale Medical School to be known as the Jane Smallman Wing, for the treatment of the sick poor.” Jane Smallman never remarried. She died in 1987 at the age of 106. Upon her death and the termination of the trust, the trustees paid over to the plaintiff, Yale University (Yale), the sum of $312,086.

At the time of the termination of the trust, the Yale School of Medicine no longer maintained separate physical facilities for the treatment of the “sick poor” as it had in Thomas Smallman’s years as a student there. The amount received by Yale from the trust, moreover, was now insufficient to construct a new wing to the medical school. Because it could not comply with the terms of the will as written, Yale sought the advice of the attorney general in an attempt to achieve an agreement concerning an acceptable alternative use of Smallman’s bequest.

The attorney general and Yale, however, were unable to agree on a utilization of the fund that would accommodate the decedent’s wishes.

Yale subsequently filed suit in the Superior Court in the judicial district of New Haven pursuant to the Connecticut Uniform Management of Institutional Funds Act (CUMIFA), seeking the release of the restrictions in Smallman’s will that required that his bequest be used to build a wing to the medical school for the segregated treatment of the “sick poor.” Yale- also sought a decree that, in creating a suitable memorial to Jane Smallman, it be allowed to use the fund for the benefit of its school of medicine in whatever manner it chose to further its educational purposes.

Yale alleged in its complaint that it sought release from the restrictions in Smallman’s will because the restrictions were now “obsolete, inappropriate and impractical, in that: (

a) The amount of the bequest is insufficient to cover the cost of a wing to a building; (

b) The School of Medicine does not maintain, and it would be medically undesirable to maintain, separate physical facilities for the treatment of patients classified by income level; [and] (

c) The creation of a facility ‘for the treatment of the sick poor’ would violate the principle of treating all patients, regardless of their income or resources, in the same facilities.” See General Statutes § 45a-533. In response, the attorney general moved to strike Yale’s complaint, contending that Smallman’s bequest was not an institutional fund as defined by General Statutes § 45a-527 (2) (B),* * and that the complaint consequently failed to state a cause of action under CUMIFA. See Practice Book § 152.

The trial court granted the attorney general’s motion to strike and thereafter rendered judgment against Yale. Yale appealed to the Appellate Court and we transferred the appeal to this court pursuant to Practice Book § 4023 and General Statutes § 51-199 (c). In granting the motion to strike, the trial court agreed with the attorney general that Smallman’s bequest was not possessed by Yale as an institutional fund as defined by § 45a-527 (2). The court held, therefore, that Yale could not avail itself of General Statutes § 45a-533 as an avenue of relief from the restrictions in Smallman’s will.

The court reasoned that the building of a wing to the medical school to treat the “sick poor” was “only incidental to the primary purpose of treating the poor when they became ill.” It appears to have concluded that Smallman’s bequest was not held for Yale’s “exclusive use, benefit or purposes,” and also that the bequest was one “in which a beneficiary that is not an institution has an interest.” General Statutes § 45a-527 (2) (B). If either or both of the trial court’s conclusions are correct, the fund created by Smallman’s will is not an institutional fund as defined by § 45a-527 (2) (B).

The court would have been correct, therefore, in striking Yale’s complaint because § 45a-533, pursuant to which Yale sought the release of the restrictions in the will, has application only to institutional funds. The particular question posed by this appeal is extremely narrow. The issue of whether Yale may ultimately be entitled to a release or a modification of the restrictions in Smallman’s will is not before us. The only issue raised by the trial court’s decision and the only issue that we decide is whether Smallman’s bequest is held by Yale as an institutional fund under § 45a-527 (2).

If it is, Yale is entitled to proceed with its action to seek relief from the restrictions in the will under § 45a-533 and the trial court improperly dismissed its complaint. Not surprisingly, the issue appears to be one of first impression. In the absence of prior authority to aid in the

interpretation of § 45a-527 (2) (B), we are guided by the meaning ascribed by its drafters to the parallel provision of the Uniform Management of Institutional Funds Act (UMIFA). Griffin v. S. W. Devanney & Co., 775 P.2d 555, 559 (Colo. 1989); 2B J. Sutherland, Statutory Construction (5th Ed. 1992) § 52.05; see DeLuca v. C. W. Blakeslee & Sons, Inc., 174 Conn. 535, 540-41, 391 A.2d 170 (1978).

Section 45a-527 (2) requires that in order to qualify as an institutional fund, a fund first must be held by an institution for “its exclusive use, benefit or purposes.” The quoted language was adopted verbatim by the Connecticut legislature from the language of § 1 (2) of UMIFA, 7A U.L.A. 712 (1985).

In its published comments to that section, the commission that drafted UMIFA explained that the placing of a restriction on the use of a gift or bequest to an institution does not mean that the gift or bequest is not for the “exclusive use, benefit or purposes” of the institution, provided the appointed use is one that is within the institution’s lawful purposes. The commission commented that “[t]he ‘use, benefit or purposes’ of an institution broadly encompasses all of the activities permitted by its charter or other source of authority.” UMIFA, § 1 (2), comment, 7A U.L.A. 713 (1985).

Moreover, the commission noted that a “fund to provide scholarships for students or medical care for indigent patients is held by the school or hospital for the institution’s purposes.” (Emphasis added.) Id. A court can “properly consider the official comments as well as the published comments of the drafters as a source for determining the meaning of an ambiguous provision [of a uniform act].” 2B J. Sutherland, supra, § 52.05; Hill v. Blake, 186 Conn. 404, 408, 441 A.2d 841 (1982); General Products Co. v. Bezzini, 33 Conn. Sup. 654, 656-57, 365 A.2d 843 (1976); Griffin v. S. W. Devanney & Co., supra, 560-61.

Moreover, it is manifest that the legislature in enacting CUMIFA intended to implement the intention, meaning and objectives of the commission that drafted UMIFA. In § 45a-534 the legislature explicitly stated that “[s]ections 45a-526 to 45a-534, inclusive, [CUMIFA] shall be so applied and construed as to effectuate their general purpose to make uniform the law with respect to the subject of said sections among those states which enact them.” Only if the intent of the drafters of a uniform act becomes the intent of the legislature in adopting it can uniformity be achieved. Manufacturers Hanover Trust Co. v.

Bartram, 158 Conn. 48, 64 n.3, 255 A.2d 828 (1969); Layne-Minnesota Co. v. Regents of University of Minnesota, 123 N.W.2d 371, 376 n.13 (Minn. 1963). Otherwise, there would be as many variations of a uniform act as there are legislatures that adopt it. Such a situation would completely thwart the purpose of uniform laws. The treatment of the “sick poor” is an activity in which the Yale School of Medicine can, and does, lawfully engage.

The fund received by Yale from Smallman’s will therefore fits within the first prong of the definition of an institutional fund as contemplated by the commission that drafted the uniform law from which CUMIFA is derived.

Section 45a-527 (2) (

B) also requires that, in order to qualify as an institutional fund, a fund may not be one “in which a beneficiary that is not an institution has an interest, other than possible rights that could arise upon violation or failure of the purposes of the fund.” CUMIFA does not define “beneficiary” and its meaning in the context in which it is used, contrary to the protestations of the attorney general, is ambiguous. We therefore are not confined to the words of the statute for insight as to the meaning of “beneficiary.” Zachs v. Groppo, 207 Conn. 683, 690, 542 A.2d 1145 (1988); King v.

Board of Education, 203 Conn. 324, 332-33, 524 A.2d 1131 (1987).

The commission in its comments addressed to § 1 (2) (ii) of UMIFA; 7A U.L.A. 713 (1985); which was adopted word for word by the legislature when it enacted § 45a-527 (2) (B), explained that a fund held by an institution for “an individual beneficiary such as an annuity trust or a unitrust” would not be an institutional fund. (Emphasis added.) The commission stated, however, that a fund held by a school for scholarships or by a hospital for the medical care of indigent patients “is not deemed to be held for the benefit of a particular student or patient as distinct from the use, benefit or purposes of the institution, nor does the student or patient have an interest in the fund as a ‘beneficiary which is not an institution.’ ” UMIFA, § 1 (2), comment, 7A U.L.A. 713 (1985).

Although the “sick poor” can be said to have an interest in Smallman’s bequest in the sense that they might have rights that accrue should the bequest fail or Yale violate its purposes, that situation is explicitly anticipated by § 45a-527 (2) (

B) and does not take the bequest outside the definition of an institutional fund. UMIFA, § 1 (2), comment, 7A U.L.A. 713 (1985). From the explanatory comments of the commission that drafted UMIFA and a plain reading of § 45a-534, we discern that it was the legislative intention that a fund bequeathed to an institution, for the ultimate benefit of an inchoate group or class, through the medium of the institution, is held by the institution for its “exclusive use, benefit or purposes” within the meaning of § 45a-527 (2) (

B) and therefore is an institutional fund. If the decision of the trial court were affirmed, it would eviscerate § 45a-533. An institution that is a recipient of a gift without restrictions would have no need for recourse to § 45a-533. It is only gifts upon which restrictions have been imposed that might require the release or variation of those restrictions.

If, however, every gift to an institution, encumbered by restrictions, were excluded from the definition of an institutional fund under § 45a-527 (2) (B), institutions that desired to seek the release of such restrictions as are “obsolete, inappropriate or impracticable” would be unable to endeavor to secure their release pursuant to § 45a-533. Such a result would render § 45a-533 a superfluous piece of legislation. We do not attribute the intent to achieve such a result to the legislature. Hayes v. Smith, 194 Conn. 52, 58, 480 A.2d 425 (1984); State v. Cambria, 137 Conn. 604, 610, 80 A.2d 516 (1951).

We conclude consequently that the fund derived from Smallman’s will is held by Yale as an institutional fund and Yale may seek relief pursuant to § 45a-533 (

b) from the restrictions imposed by the will. The judgment is reversed and the case is remanded for further proceedings according to law. In this opinion Borden, Katz and F. X. Hennessy, Js., concurred. See General Statutes §§ 45a-526 through 45a-534. “[General Statutes] Sec. 45a-533. (Formerly Sec. 45-100o). release OF RESTRICTION IN GIFT INSTRUMENT: WRITTEN CONSENT, COURT ORDER. LIMITATIONS. DOCTRINE OF CY PRES applicable, (

a) With the written consent of the donor, the governing board may release, in whole or in part, a restriction imposed by the applicable gift instrument on the use or investment of an institutional fund. “(

b) If written consent of the donor cannot be obtained by reason of his death, disability, unavailability or impossibility of identification, the governing board may apply, in the name of the institution, to the superior court for a judicial district in which the institution conducts its affairs for release of a restriction imposed by the applicable gift instrument on the use or investment of an institutional fund. The attorney general shall be notified of the application and shall be given an opportunity to be heard.

If the court finds that the restriction is obsolete, inappropriate or impracticable, it may by order release the restriction in whole or in part. A release under this subsection may not change an endowment fund to a fund that is not an endowment fund. “(

c) A release under this

section may not allow a fund to be used for purposes other than the educational, religious, charitable or other eleemosynary purposes of the institution affected. “(

d) This

section does not limit the application of the doctrine of cy pres or approximation.” General Statutes § 45a-527 (2) (

B) provides: “definitions. As used in sections 45a-526 to 45a-534, inclusive . . . “(2) ‘Institutional fund’ means a fund held by an institution for its exclusive use, benefit or purposes, but does not include . . . (

B) a fund in which a beneficiary that is not an institution has an interest, other than possible rights that could arise upon violation or failure of the purposes of the fund.” The attorney general in his brief voices concerns with regard to the constitutionality of General Statutes § 45a-533, its relationship to the statute of charitable trusts, General Statutes § 45a-514, the statute of charitable uses, General Statutes § 47-2, and the doctrines of cy pres and approximation.

Those concerns were not the basis for the attorney general’s motion to strike, were not raised in the trial court, are not the subject of this appeal and are premature. We therefore decline to address them. Under CUMIFA, the doctrine of cy pres or approximation applies to institutional funds. General Statutes § 45a-533 (d). We believe that the dissent misconstrues the relationship between CUMIFA and the doctrines of cy pres and approximation.

CUMIFA is not mutually exclusive of these doctrines; the trial court may apply, and indeed has a responsibility to apply, these doctrines to an institutional fund as equity dictates. Cf. Lockwood v. Killian, 172 Conn. 496, 508, 375 A.2d 998 (1977). “New England courts apply a rather strict doctrine of separation of powers to deny legislative encroachment on judicial cy pres. The [Uniform Management of Institutional Funds] Act is compatible with the New England cases because the final decision is in the courts. See City of Hartford v.

Larrabee Fund Association, 161 Conn. 312, 288 A.2d 71 (1971); Opinion of Justices, 101 N.H. 531, 133 A.2d 792 (1957).” Uniform Management of Institutional Funds Act, § 7 (d), comment, 7A U.L.A. 723, 724 (1985). It is undisputed that Yale is an “Institution” within the meaning of General Statutes § 45a-527 (1). The Connecticut legislature adopted the Uniform Management of Institutional Funds Act (UMIFA) in 1973. Public Acts 1973, No. 73-548, now codified as General Statutes §§ 45a-526 through 45a-534, the Connecticut Uniform Management of Institutional Funds Act (CUMIFA).

An annuity trust is a form of trust calling for payment of a fixed amount of income regardless of the amount of principal. Black’s Law Dictionary (5th Ed.). A unitrust is a trust from which a fixed percentage of the net fair market value of the trust’s assets, valued annually, is paid each year to the trustee. Black’s Law Dictionary (5th Ed.). See footnote 2.