Bel Air Social, Literary, Musical & Dramatic Club v. State

74 Md. 297 | Md. | 1891

Alvey, C. J.,

delivered the opinion of the Court.

The single question presented here is, whether the right of removal exists in cases ofi proceedings insfcituted under the statute for the forfeiture of chartered franchises, for abuse, misuse or non-use of such franchises, as .provided by the Code, Art. 23, secs. 255 to 263.

The Constitution of the State, Art. 4, sec. 8, provides that in all suits or actions at law, issues from 'the Orphans’ Court or from any Court sitting in equity, and in all cases of presentment or indictment for offences, &c. upon suggestion in writing under oath, &c., that such party cannot have a fair arid impartial trial in the Court in whiclPthe same may be pending, the said Court shall order and direct the record, &c. to be transmitted to some other Court, having jurisdiction, for trial. The terms, “all suits or actions at law,” are certainly very comprehensive, and if they be allowed their largest import, might, perhaps, be made to embrace a case such ■as the present, and many others, such as proceedings under the insolvent laws, (Trayhern vs. Hamill, 53 Md., 90,) that have been held not to be embraced by them. But those terms must have a reasonable construction given them, and such as will consist with a fair and rational administration of justice. They must not have placed upon them a construction that would tend to defeat or unduly embarrass the prosecution of special statutory remedies or proceedings, where the exercise of the right of removal might produce such consequences. We cannot suppose that the authors of the Constitution ever intended that the provision of that instrument in regard to removals should be so applied. In the construction of it, therefore, we must have reference to the nature of the action or proceeding, the extent and limit of the jurisdiction to be exercised, the character of the final judgment, and the nature of the process or proceedings to follow thereon; for if the removal of the cause would seriotisly interfere with or hinder the enforcement of the final judgment, or embarrass the proceedings thereon, we must assume that such cases were not intended to be embraced by the constitutional provision.

Now the proceedings prescribed and directed for the forfeiture of corporate franchises, for abuse, misuse or non-use, are of a special statutory nature, and can only be pursued as the statute directs. And though they have been devised and provided to take the place of the more tedious and complex remedies known to the common law in such cases, that fact does not divest the statutory remedy of its special character, nor authorize the Court, in applying it, to exercise a more enlarged or unrestricted jurisdiction than that prescribed to it by the statute. The Code, Art. 23, sec. 255, provides that whenever the Attorney-General of the State, or the State” s Attorney for the City of Baltimore, or for any county in the State, shall be authorized by the Governor to institute proceedings against any corporation for forfeiture of franchises, he shall file in the Court thereinafter designated, a petition in the name of the State, setting forth the alleged abuses, misuses, &c. And if cause of forfeiture be found to exist, the Court, (if it should think the public interest requires it,) is required to enter a decree of forfeiture; “and the charter of said corporation shall thereby be annulled and vacated, and all its corporate franchises and powers shall cease, and henceforth he void; and the Court shall thereupon appoint a receiver or receivers of the estate and assets of said corporation, in the same manner and with like powers, as provided in sections 268 and 269 of this Article, in reference to dissolution of corporations, on hill filed therefor on their own motion.” The receiver so to be appointed is to “proceed to wind up the affairs of such corporation, under the directions of the Court by which he shall have been appointed,” &c. And by section 261, the petition for a decree of forfeiture is required to be filed in the Circuit Court for the county in -which the certificate of incorporation was obtained and filed, or in which the corporation has its principal office if not incorporated under the general incorporation law, or in the Superior Court of Baltimore City, as the case may he. These provisions of the statute clearly indicate that the jurisdiction to he exercised in these cases is that alone of the Court where the corporation had its origin,'or has its home existence; and that the proceeding against it for forfeiture is not such as was ever intended should he subject to removal from one jurisdiction to another, or, as it might he, from one part to some other remote part of the State. The form and nature of the proceedings prescribed partake of proceedings both at law and in equity; the equitable procedure predominating, especially after forfeiture declared. It has been held by this Court that an equity cause is not within the provision of the Constitution, and is not, therefore, subject to removal; (Cooke vs. Cooke, 41 Md., 362;) and very much for the same reasons this proceeding is pot subject to removal. 'After forfeiture declared, the proceeding is to be conducted as a proceeding in equity is conducted, for winding up and administering the assets and affairs of an insolvent corporation. All the reasons that apply against the removal of an equity case, instituted for such purpose, equally apply here. The Court below overruled the application for removal, and in so doing we think there was no error.

(Decided 10th June, 1891.)

Whether the ruling of the Court upon the application to remove should have been brought here by way of an appeal rather than by petition and assignment of error, is a question that we need not decide. We shall simply affirm the ruling of the Court below, and remand the cause that it may be proceeded with in accordance with the directions of the statute.

Order affirmed.