Appeals, Nos. 210 and 216, March T., 1952, from decree of Orphans' Court of Allegheny County, 1945, No. 904, in Estate of Mary A. Higbee, deceased. Decree reversed.
Walter M. Newman, with him Walker & Newman, for American Secular Union of Chicago, appellant.
Ella Graubart, with her Patterson, Crawford, Arensbury & Dunn, for Truth Seeker Company, Inc., appellant.
James J. Lawler, Special Counsel, with him Robert E. Woodside, Attorney General, for Commonwealth of Pennsylvania, intervenor.
Before Stern, C.j., Stearne, Jones and Chidsey, JJ.
OPINION BY MR. JUSTICE ALLEN M. STEARNE
The question presented by the appeals is whether or not a legacy to a foreign corporation not for profit lapsed when it is shown that the corporation at date of testatrix's death had been dissolved by a decree of court, but where, at the time of distribution of the estate, such decree of dissolution had been vacated, set aside and expunged by the court which had entered the prior decree. The court below ruled that the legacy had lapsed and directed distribution thereof to charity subsequently to be designated under the doctrine of cy pres.
Mary A. Higbee, the testatrix, died February 12, 1945, and by her will divided her residuary estate between two foreign corporations: Truth Seeker Company, Inc. and American Secular Union of Chicago. The first is a business corporation chartered by the State of New York and the second a corporation not for profit incorporated under the laws of the State of Illinois. The Truth Seeker Company, as the "other residuary legatee", contended that the legacy to the American Secular Union passed to the Truth Seeker Company under section 15 (c) of the Wills Act of June 7, 1917, P.L. 403, as amended, 20 PS 253. After the appeals to this Court the Commonwealth intervened and at the argument its special counsel argued in its behalf.
The factual situation in this case has slight, if any, effect upon the determination of these appeals. The question is one of law. The probate of the will was contested by the heirs upon allegations of lack of testamentary capacity, but its validity was sustained: Higbee Will, 365 Pa. 75 A.2d 599. The question as herein indicated arose upon the adjudication of the executor's account and related to distribution.
As appears in the adjudication, the Secular Union was incorporated in the state of Illinois in 1890 as "a not for profit corporation"; by decree of the Superior Court of Cook County, Illinois, entered on May 25, 1938, the corporation was dissolved; on August 12, 1948 the Cook County Court of Illinois vacated its prior decree of dissolution of May 25, 1938, in the following words: "... be and the same is hereby vacated, set aside and for naught held... and... the Secretary of State shall expunge from his records all entries heretofore made showing that the charter, authority and franchises... has (sic) been revoked and forfeited." The reasoning of the learned auditing judge, affirmed by the court in banc, ruling that there was a lapse of the legacy, is: "The decree dissolving the American Secular Union of Chicago was a valid decree which terminated the de jure existence of that corporation. The decree vacating the dissolution decree revived and infused de jure existence into a defunct corporation which had died when dissolved by a valid decree of a Court of the State which had created it, and which had full authority under the laws of Illinois to take away the corporate life the State had created. In the interim between its dissolution and its revival, during which had occurred the death of Mary A. Higbee, who bequeathed a legacy to the American Secular Union, the corporation had no de jure existence. The legacy did not vest in it, and any potential right it had in the legacy prior to its dissolution was irretrievably lost."
With this we do not agree. Such reasoning does violence to the plain meaning of the words employed by the Illinois Court in its decree of vacation. Such decree expresses a clear and unequivocal intention to restore the corporation to the status it would have enjoyed had its dissolution never ...