First Methodist Church v. Berryman. district, to sell or mortgage any real estate that may be hereafter acquired by it, to secure funds for improvements made, whenever it shall become expedient to do so; in which event, the proceeds shall be used and applied in accordance with the Discipline of the said church; but in no event shall the property be mortgaged to secure the current expenses of the said church." That thereafter on October 8, 1907, the trustees, holding title for the First Methodist Episcopal Church of Poplar Bluff, before its incorporation, conveyed said property to the plaintiff corporation as a place of divine worship for the use and benefit of the ministry and membership of the Methodist Episcopal Church. That Section 361 of the Book of Doctrines and Discipline of the Methodist Episcopal Church provides: "Whenever it shall become necessary for the payment of debts, or with view to re-investment, to mortgage or make sale of the church that may have been conveyed to trustees of a church corporation, for either of the foregoing purposes, the said trustees or their successors, upon application to the Quarterly Conference may obtain an order for mortgage or sale-a majority of all the members of the Quarterly Conference concurring, and the pastor of the church and the district superintendent of the district consenting-with such limitations and restrictions as the Quarterly Conference may judge necessary, said trustees may mortgage or sell and convey such property." That the trustees of plaintiff corporation did not make an application to the quarterly conference for an order for the sale of said property, nor did a majority of all the members of the quarterly conference concur in the proposition to sell said property, nor did the district superintendent of said district consent thereto and that said sale was void. That Spaulding was not president, nor were he and said Taylor, Ritz or Gierth trustees, of said corporation; that said deed was made in furtherance of an agreement and conspiracy between defendants and the said pre First Methodist Church v. Berryman. tended officers of plaintiff corporation for the purpose of transferring the membership and property of the church and corporation to the use and benefit of the defendant Methodist Episcopal Church, South, in disregard of the laws, customs and usages of the Methodist Episcopal Church in the United States of America, which fraudulent purposes were known and participated in by the defendants at the time they accepted said deed. That defendants took possession of said property upon the execution of said deed. The prayer is for the cancellation of the deed, for rents and profits and for restoration of the property. The answer is a general denial and a cross-bill averring in substance the purchase of the property in good faith and the execution of the deed conveying said property by plaintiff through its proper officers to the defendants as trustees of the Methodist Episcopal Church, South, of Poplar Bluff, for church purposes, which church then had and ever since has had the same articles of faith and creed as the Methodist Episcopal Church; that said purchase by the defendants was part of a plan to unite said churches for worship in the church building on said premises, which plan has been almost completely accomplished, and now said church property is the place of regular worship of 729 members largely made up of the membership of the theretofore separate churches; that $5203 was the monetary consideration expressed in the deed; that before defendants or any officer of the defendant church had notice that plaintiff claimed any fraud had been perpetrated by any of plaintiff's officials in said transaction, the defendant paid in cash of said consideration $1659.34, and obligated itself to pay the balance thereof to various creditors of plaintiff and since said purchase have offered to pay and are still ready and willing and offer to pay the whole of said consideration; that defendants have expended more than $1000 in improving said property; that the several officials who executed said deed were at the time held by plaintiff and represented to defendants by plaintiff as the de jure officials and legal First Methodist Church v. Berryman. representatives of plaintiff and authorized to sell and convey said premises, and defendants, so believing, paid and assumed the consideration of said deed, which constituted the amount of plaintiff's indebtedness at the time of said purchase; that said premises were so sold for the purpose of paying such debts and uniting the two churches; that the purchase of said property and the plan of uniting said churches was immediately published in the newspapers in said city, all of which facts plaintiff well knew at all times; that plaintiff stood by, saw the transaction made, the money paid and the balance assumed without protest or objection, and since the sale and until the commencement of this suit, have acquiesced therein and ought to be estopped from prosecuting or maintaining this suit; that defendant trustees are the owners of the legal title to said premises for the use and benefit of defendant church and plaintiff's claim is adverse and prejudicial to the rights of defendants. Wherefore defendants pray the court to dismiss the petition and to determine and adjudge by its decree the title to said property, etc. The reply re-avers allegations of the petition as to fraud, etc. There are some facts conceded or not contested. The plaintiff, the Methodist Episcopal Church of Poplar Bluff, had a membership of about one hundred, a lot and church building, variously estimated to be worth from $6000 to $25,000, but no parsonage. It was bankrupt, unable to pay the sums due its pastors, the district superintendent, its janitor or its current bills. Its indebtedness, in August, 1918, was $5203. This included two notes secured by deeds of trust on the property for about $3544, principal and accrued interest, and various other debts to the amount of about $1659. The church building needed a furnace and various repairs. The Methodist Episcopal Church, South, had a membership of about three hundred, a good parsonage, but no church building. The Articles of Faith and Discipline of the Methodist Episcopal Church and the Methodist Episcopal Church, First Methodist Church v. Berryman. South, were identical and had been ever since the separation or division of the Methodist Episcopal Church in 1844 over the question of slavery. For a year or more there had been a growing, if not an overwhelming, sentiment in favor of the union of the two local religious bodies. Mr. Yount, the pastor, testified he had discussed the condition of the church and the necessity of the sale of the church property to the Methodist Episcopal Church, South, with Dr. Crissman, district superintendent, and had written him several letters urging the calling of a quarterly conference to consider a proposition to sell the property. Yount telegraphed Crissman on August 5, 1918, and received the following telegram in answer: "Rev. W. E. Yount, Poplar Bluff, Mo. Your letter at hand. You are hereby authorized to call Fourth Quarterly Conference August 8th or any other suitable date to transact such business as you deem wise. Will write you tomorrow." Yount accordingly called a quarterly conference for August 12, 1918, making the usual announcements thereof from the pulpit at the morning and evening services on the previous Sunday. The record of this meeting shows present: W. H. Yount, acting presiding elder; Dr. Seybold, Dr. Taylor, Wm. Spaulding, Mrs. Marion Sanders, Louis F. Ritz, Miss Rubie Phillips, Mrs. Wm. Spaulding, and Joe Kilpatrick, Ira W. Seybold and W. F. S. Taylor, elected trustees. The record of the meeting shows Wm. Spaulding, J. E. Smith, C. A. Gierth, Ira W. Seybold, W. F. S. Taylor, Louis F. Ritz and C. H. Hargrove to be the trustees of the church property and that the names of Ira Seybold and W. F. Taylor were approved for members of the quarterly conference. The record further recites that the board of trustees made a written application to the quarterly conference for an order to mortgage or sell the church property, nine voting for the order and none against it. It then recites that W. H. Yount, pastor and acting district superintendent, consented to the order. The record is signed by W. First Methodist Church v. Berryman. H. Yount, Chairman, District Superintendent pro tem., and Louis F. Ritz, Secretary. The application for the order, stating that the board of trustees find the church is bankrupt, signed by Wm. Spaulding, president of the board, was read in evidence. Plaintiff next read the record of a meeting of the board of trustees on August 20, 1918, showing Yount and four trustees present and the election of Spaulding as president, Seybold, treasurer, and Smith, secretary. Then follows a list of the debts of the church, totalling $5202.44. Dr. B. F. Crissman, who was District Superintendent of the St. Louis Conference of the Methodist Episcopal Church, including Poplar Bluff, in 1918, testified: "I did not give my consent to the sale of the church property at Poplar Bluff. I knew nothing about the contemplated sale until I read it in a daily newspaper about two weeks after it occurred, that the sale had been made. I did not appoint Yount district superintendent pro tem. He had no authority to act as such. He had authority to preside at the Conference. As soon as I could I came down here (it was on January 15, 1919) and called a meeting of our church and we had a meeting in the Masonic Club rooms with the officers of the Methodist Episcopal Church, South. I told them I had not consented to the sale. I told them the property was worth $25,000, and rather than go into court I would consent and approve the sale for a consideration of $10,000. This offer was declined. My term expired September, 1919. I did not know the indebtedness amounted to $5202. I don't know that I got any of the proceeds of the sale. (Check $50 here shown witness from Dr. Seybold, treasurer of the church, dated September 8, 1918). I cashed it and got the money. We ceased having a pastor here sometime after this sale." There was evidence that a copy of the minutes of the meeting authorizing the sale was sent to Dr. Crissman, with the check, immediately after the sale and that the check was cashed September 13, 1918. I. It is insisted that neither Spaulding, Taylor, Ritz nor Gierth were trustees or members of the quarterly |