## Facts

- In 1945, a grantor deeded land to W. B. Clement, Edwin W. Rountree, and M. J. Alexander “as trustees” for a nonprofit corporation to be formed to erect and operate a hospital in Charlotte County, Florida.
- The deed contemplated reconveyance to the grantor if a hospital was not built on the property within a reasonable time.
- A hospital was constructed on the land in 1946–47 and thereafter operated continuously as a hospital.
- A nonprofit corporation, Charlotte Hospital Association, Inc., was formed to operate the hospital; the named trustees became directors of the corporation.
- Years later, the corporation sought to mortgage the property to fund improvements and requested a deed conveying legal title from the trustees to the corporation.
- Clement and Rountree refused to convey, asserting ongoing trustee duties and a continuing obligation to retain legal title.
- Alexander’s heirs disclaimed any interest in the property.
- The corporation sued in equity to compel conveyance and quiet title; the trial court granted summary judgment ordering Clement and Rountree to convey, and they appealed.

## Issues

1. Whether the deed created a continuing active trust requiring the trustees to retain legal title indefinitely.
2. Whether, after the hospital was built and the corporation formed and operating, the trust became passive such that Florida’s statute of uses vested legal title in the beneficiary corporation, permitting compelled conveyance.

## Decision

- The appellate court affirmed summary judgment for Charlotte Hospital Association.
- The court held the deed created a limited, temporary trust to hold title while the hospital corporation was formed and the hospital constructed.
- Once the hospital was built within a reasonable time and the corporation was operating the facility, the trust’s purpose was fully performed and no active trustee duties remained.
- Because the trust was then passive, Florida’s statute of uses executed the trust and vested legal title in the beneficiary corporation.
- The trustees’ remaining “title” was nominal, justifying an order compelling conveyance to reflect the corporation’s ownership and allow mortgaging of the land.

## Legal Principles

- A trust that leaves a trustee with no active duties is a passive (dry) trust.
- When a trust becomes passive, Florida’s statute of uses executes the trust by vesting legal title in the beneficiary.
- A conveyance “as trustees” for a limited, transitional purpose may result in trustee duties ending upon completion of that purpose, after which the beneficiary is entitled to formal transfer of record title.
- A condition requiring construction within a reasonable time, once satisfied, removes any basis for reversion tied to nonperformance.

## Conclusion

The court treated the deeded arrangement as a temporary holding trust that became passive after the hospital was built and the nonprofit operator was formed, so legal title vested in the hospital corporation by the statute of uses and the trustees could be compelled to convey record title.


Clement v. Charlotte Hosp. Ass’n, Inc., 137 So. 2d 615 (Fla. Dist. Ct. App. 1962)