*103AFTER REHEARING.
Lord, J?The main controvery arises out of the construction to be given to that portion of the articles of incorporation as are set out in the complaint. The articles are not set out in full, and as the demurrer confines us only to so much of them as are stated in the complaint, our inquiries must be thereby limited. It is not possible, then, for us to say what effect the articles of incorporation might have, considered as a whole, in determining the question here involved. It' may be possible that' the omitted articles, considered in' connection with those stated, might throw much light upon the objects and purposes of the incorporation, and indicate that they were intended and that the articles in fact do authorize the college to take and hold property as a source of revenue and income to maintain and endow it as a literary institution for educational purposes. By the second article of the articles of incorporation, as set out in the complaint, it is provided as follows:—
“The object of this incorporation is to acquire and hold property in trust for the Methodist Episcopal Church South in the state of Oregon, and to endow, build up, and maintain an institution for educational purposes, and to confer all such honors, distinctions, and degrees as are usual in colleges, to be conducted and carried on under the direction and control of the trustees as aforesaid, and their successors in office, provided that said college shall be a strictly literary institution.”
When incorporated, that the college became a legal entity, and endued with the capacity to hold property in trust for the church, is not disputed; but the inquiry and point of contention is, whether by the articles referred to it could hold property for itself, as distinct from the church, to endow, build up, and maintain the college for educational-purposes as a literary institution.
*104The claim of the plaintiff is, that all property of whatsoever kind, and however acquired, of which ^he college is capable of taking, is held in trust for the church, to be applied to the purpose specified, if there be any, under the direction of trustees appointed by it.
In this view, the land donated, although for agricultural purposes, when the title was taken by the college, was held in trust for the church and subject to their direction and control through the trustees, of their appointment for the purposes specified.
But is this the proper construction to be given to the article cited? It not only provides for- holding -property in trust for the church, but also provides for endowing and building- up the college for educational purposes. To “endow” means to make provisions for the support of a corporation or institution by appropriating lands or funds as a source of. regular and reliable income. By the word “endow,” as used in that article, it would seem to have been intended to endue the college with all the functions and capacities which such word imparts, and that is, usually, to take and receive property or funds in all the various forms in which it may be donated for educational purposes.
In this view, the college was incorporated as much for the specific object of maintaining an institution of learning which should be strictly literary and capable of conferring the usual degrees of honor and distinctions as it was to furnish an entity to hold property in trust for the unincorporated church association.
How could the college be built up and maintained for educational purposes as specified in the article, unless it could take property and funds which it could appropriate through its trustees for that purpose? We all know, as a matter of common knowledge, that institutions of this and like character are usually endowed with the capacity *105to take property and do business within the scope of the direct purposes of such institutions, and that they are built up and maintained by tuition fees, and gifts and donations from the living and dying to foster and extend the enlightened projects for which they are organized.
It may be that a mere literal reading of the article would indicate that the corporation was “to hold property in trust for the church and to endow an institution” (the college); that is, that the corporation or college was to endow itself. But this could not he; for it is a thing to be endowed. The word “ endow,” said the lord chancellor in Edwards v. Hall, 6 DeGif. & G. 33, “means giving a benefit to some existing thing. It supposes something to exist either at the time the gift is made or when the endowment is to take place.” It will hardly do to suppose that the word was used or intended as used to defeat the sense which its proper meaning imparts, and especially as applied and ordinarily used in connection with such institutions. Yet to such uses must it come to give the article that construction, — a construction inconsistent with the proper signification of the word, and so manifestly impossible in the result reached that the absurdity would seem to render it unworthy of serious consideration. Nor does it give any color to the construction as contended for by the plaintiffs only as it tends to make the corporation do the impossible, and thereby defeat the power of the college in its own right to take and receive gifts and benefits for the purpose of education.
Their contention is, as the corporation could not endow itself, it has no capacity to take property by way of endowment _ or otherwise, according to this article, and therefore it could only take property in trust for the church. But can this construction be maintained? Is not the construction equally as reasonable and in conformity with an intent that makes the object of the in*106corporation twofold, viz.: 1. To hold property in trust for the church; and 2. To take property for itself for educational purposes? Can it have been intended that Corvallis College was not capable of taking a gift, or bequest, or legacy, or property, or funds to itself and in its own right to be used as a source of income or revenue ■‘to endow, build up, and maintain an institution for educational purposes”?
How were these objects so distinctly specified to be effected without sources of revenue, derived in the various ways that institutions of this kind are made the recipient of benefits? One of the purposes to be effected, it is admitted, was to endow, build up, and maintain the college for educational purposes; and unless it would do violence to the terms of the article, ought not that construction of it, if reasonable, to be adopted which would carry the power essential to effect that purpose, and thereby make the college capable of taking and holding property for the uses specified, and essential to its existence and prosperity? To do this, we must necessarily give to the article a construction which would include the twofold objects as already stated. In one case the church would have a direct and beneficial interest in the property held in trust for it, while in the other, the college would take the legal title and beneficial interest in the property, and devote it to the educational purposes for which it was organized as a literary institution. As to property of the first character, the trustee of the college could make no disposition of it without the direction and consent of the church. Its interest is direct and substantial, and of such a beneficial character as would entitle it to have a right to any remedy that would frustrate any disposition of it against its will; but as to property with which the college might be endowed, it has no such interest as authorizes it to interfere, direct, or control the management *107of it, except as it might incidentally exert its influence through the individual character of the trustees appointed by it.
' For the purposes of the present case, it is sufficient to say that, while the college was thus organized, and for the objects specified, the state proposed that if the college would become an agricultural college, — that is, if it would give and include those instructions in agriculture and mechanics contemplated by the act of Congress, — it would give or endow the college with .the benefit of such funds.
The trustees accepted this proposition. And while no legal entity as an agricultural college eo nomine was created by the proposition and its acceptance, the college did enlarge the sphere of its instruction so as to include the studies of agriculture and mechanics. In effect, Corvallis College did become, so far as instructions in these branches were concerned, to all intents and purposes an agricultural college. It being the only legal entity, the right of the church to appoint trustees for it still remained.
"While this state of facts existed, the deed of Roberts and wife to the land in question was made, and as therein stated, “to the end that the premises be used by said college as an agricultural farm in connection and for the purposes of the Agricultural College of "the state of Oregon.” To devote the land to the uses specified in the deed could only be done by conveying the legal title to Corvallis College; for there was no Agricultural College eo nomine as an entity to take it; and as Corvallis College had undertaken, in compliance with certain legislation, to give such instructions in agriculture as we're taught in agricultural colleges, there was no other way than the mode adopted to carry into effect the purposes to which the land was to. be devoted as specified in the deed. Hence, to give what was styled the Agricultural College *108the use and benefit of the farm as proposed and intended necessarily required that Corvallis College should take the legal title to the property for the uses and purposes specified. The college held the legal title, but the real beneficiary was the Agricultural College, or that department of instruction specifically devoted to teaching agriculture; and so long as the land is devoted to the uses specified, who has a right to complain ? Or what interest has the church in this property ? Manifestly it was not intended that the church should be the beneficiary of the gift, or it would have been so specified in the deed; and as it is not, but distinctly stated “to be used as an agricultural farm in connection and for the purposes of the Agricultural College of the state of Oregon,” there does not exist in the church any right or interest in this property. The trustees of the college* appointed by the church, may manage and control the property for the uses specified while the title remains in the college, but no longer; yet' this gives the church no interest in the property, or a right of suit in its own behalf. It seems to me that the church has just as much right to claim an interest in Mie fund appropriated by the state to the use of -the college for agricultural purposes as it has to claim an interest in the land in dispute; and the fact that the college did for several years take that fund and apply it to the uses specified indicates that it is endued with the capacity to take property and funds and hold it for other purposes than in trust for the church.
If the view here suggested is fairly deducible from the article as stated, and more consonant with right reason and the true objects of the incorporation, it is conclusive of this case. It cannot be denied, however, but that the subject is susceptible of conflicting inferences, and, from some vagueness of expression, involved in doubt, and, what perhaps is more significant, there is a want of that *109unanimity of opinion in respect to it which is desirable when important rights are to be affected by decisive action. The construction so ably and learnedly pressed upon our attention has once received the approval of this court, and may yet turn out; when all matters can be more fully considered, the better view than the one suggested. Either view doubtless may be susceptible of adverse criticism; and in such case, where, from obscurity of expression, doubt is evolved and diverse conclusions are drawn, when important rights are at stake, it is the part of duty to proceed with caution and deliberation that injustice may be avoided and the right prevail.
It is always better and more satisfactory, if it can be done, to determine matters in litigation upon their merits. Under these circumstances, it seems to us the safer and wiser course to pursue, especially when important facts admitted by the demurrer will be denied and contested, is, to remand the cause for further proceedings, when the particular subjects now considered, taken in connection with others to which it may stand related, may make the true objects of the incorporation more clearly and satisfactorily appear, and thus afford the court an opportunity to determine the rights of the parties in accordance with the justice' of the law*