Bluehill Academy vs. Andrew Witham, 13 Me. 403

After a continuance, the opinion of the Court was drawn up by Weston C. J. — 'The amount of the note, for which this action is brought, is due to the plaintiffs, unless the defendant is entitled to the offset, upon which he relics. Neither the subscription paper, nor the act of incorporation which followed, is evidence of any contract, on the part of the plaintiffs. The understanding among the subscribers, was not binding upon the trustees, after the incorporation.

Nor did the engagement itself, of the persons associated, bind them to the corporation, for want of mutuality, according to the case of Limerick Academy v. Davis, 11 Mass. R. 113, cited in the argument. If the associates had intended to confer upon the plaintiffs only the use of their building for ten years, they should have taken care that it should not have been conveyed to them for a longer period. But the owner of the land, upon which the building stood, conveyed it to them in fee, so long as the land was wanted for the purposes of an academy.

There was no reservation whatever of any interest in the building, in behalf of the associates. The conveyance may be presumed to have been made w'ith their consent and procurement; and carried with it the academy, which was attached to and formed part of the freehold. It became therefore by law the property of the plaintiffs ; notwithstanding there may have been an understanding among the associates individually, that it would remain their property.

The limitation of ten years in the subscription paper, very clearly applies to the engagement of the associates, to support a preceptor for that period, which cannot by any fair construction be extended to the building. While that was found adequate to the purpose, for which it was erected, it was used accordingly ; and when it became necessary to rebuild, it was sold for the most it would bring, and the proceeds applied, as far as they would go, to the new erection. All this is to be regarded, as in furtherance of the general objects of the associates.

If they proposed to themselves a further private benefit from the first building, they should have taken care to secure it, either by a reservation in the conveyance of the land, or by a direct and express contract with the plaintiffs. In the opinion of the court, the offset is not sustained, and the plaintiffs are entitled to judgment.