156 Ind. 692 | Ind. | 1901
This action was instituted by appellant, Clarke, receiver of the American-Savings & Loan Association, formerly doing business under'the name of the American Building & Loan Association, a corporation organized in April, 1887, under the laws of the state of Minnesota as a building and loan association. By this suit appellant as such receiver sued to recover judgment upon a bond or written obligation, and to foreclose a mortgage upon certain real estate situafed in the city of Goshen, Elkhart county, Indiana, said bond and mortgage both being executed by the appellee Charles L. Darr to said building and loan association on the 1st day of August, 1890, the bond being for money loaned or advanced to him by the association, to secure which the mortgage in suit was executed. ' It appears that prior to the commencement of this action said association had become insolvent, and appellant wás duly appointed receiver to wind up its affairs and collect its assets. Appellees appeared to the action, and Charles L. Darr filed a verified plea in abatement whereby he sought to abate the action. Appellant’s demurrer to this plea was overruled, and, upon his refusal to plead further, judgment was rendered in favor of appellees, to the effect that appellant take nothing by his complaint, and that they recover their- costs. The only error assigned is that the court erred in overruling'this demurrer.
The plea in question by way of abatement averred that-the American Building & Loan Association was a foreign corporation, organized under the laws of the state of Minnesota, and at the time of the execution of the bond and-mortgage in suit it was doing business in the State of Indiana, and that said contracts were entered into by it through William H. Yesey, Charies W. Miller,- Merrill E. Wilson, and Charles Wehmeyer, who were then acting as its agents in and for the county of Elkhart, State of Indiana; that said parties as agents for the said association had not at the time of entering into said contracts, nor have they, or either of
Appellant virtually concedes that the agents mentioned in the plea of abatement had not, at the time they translated the business in question with appellee'in respect to loaning the money and the execution of the bó'nd 'arid mortgage, nor did they at any time subsequent thereto, comply with the provisions of said §§3022, 3023, supraj but lie contends that he' is authorized to maintain this action by virtue of section ten of an act of the legislature of this State, approved March 8, 1897 (Acts 1897, p. 281), which section reads as follows : “That where a foreign building and loan -association doing business within this State has become insolvent, and its affairs are beirig wound up by a receiver, the failure of such association to have complied with the laws of the State representing its adinission to do business therein', shall not affect the right of 'such receiver to bring any suit necessary to wind up the'affairs of such association.”
Appellee, however, ‘ assails the validity of this act upon the grounds that it was enacted in viólátion óf section 19,-article 1 of the State Constitution, which 'provides that “Every act shall 'eihbrace but one subject and matters properly connected therewith; which subject shall be expressed'in the title”, etc. 'The title of the above act' of 1897’is as follows : “An act concerning building and loan associations; prescribing the duties of certain officers therein named.; providing penalties for the violation of the provisions of this act; fixing the' time when the same shall'take effect, and repealing all laws and parts of laws in conflict therewith; fixing the time for the taking effect thereof.”
The first section of the statute in question provides “That every association heretofore or hereafter incorporated under any law of this State providing for the incorporation of
Counsel for appellees propounds this question: “Is the title, ‘An act concerning building and loan- associations’, a broad enough title to cover a statute relating to such associations organized under the laws of sister states ?” It is asserted that a going corporation organized under the laws of this State and the receiver of an insolvent foreign corporation constitute two subjects and that neither is matter properly connected with the other. Counsel contend that the title of the act indicated that the law to be enacted was intended to .apply only to domestic building and loan associations which were going concerns within this State, and not to the winding up of the affairs by a receiver of a for
The provision in question does not require that all of the matters relating to, or connected with'the principal subject, shall be expressed in the title, but only the general subject of the legislation. If such subject is expressed in the title, then any number of provisions germane to the general subject may legitimately be embraced or embodied in -the statute enacted. If the title of an act covers a general sub,ject, it is sufficient, and is not open to objections, because it does not proceed further and mention all of the germane matters or details intended to be embraced in and provided for by the act itself. Bright v. McCullough, 27 Ind. 223; State, ex rel., v. Kolsem, 130 Ind. 434, and cases cited, 14 L. R. A. 566; Central Union Tel. Co. v. Fehring, 146 Ind. 189; Maule Coal Co. v. Partenheimer, 155 Ind. 100.
The words “An act concerning building and- loan as
Wé are constrained to hold, under the authorities -cited, that the title of the act of 18 9 Y is broad enough to embrace section ten of said act, and-that it does not necessarily indicate that the legislation proposed is to be limited-entirely-to domestic building and loan associations. It follows, there-' fore, that appelleés’ objections to the section, for the reasons urged in this respect, are not sustained. - -
The cases of Igoe v. State, 14 Ind. 239, and Grubbs v. State, 24 Ind. 295, relied upon by counsel.for appellees, are readily distinguishable from the case at bar. In both cases provisions' of the same act were involved, the title of which
The purpose of the legislature in the enactment of said section was not to confer any new or additional-powers upon receivers of insolvent corporations; either foreign .or domestic, but-the object was solely to-remove-any-impediment or barrier in the way of a receiver-of-such- foreign, associations, where the same arose out of-or was due to its failure when it was a going concern to comply with the laws of this State in relation to its admission and right-to-do business therein, and which impediment or obstacle was in the -way of enforcing its contracts, and, unless removed, would prevent the
ilt is next .insisted that the provision -of the section in dispute is so retrospective as to impair the obligation of- a contract, or, in other words, that it serves to destroy or disturb the -existing vested right of the appellee to abate the action, and: thereby defeat the enforcement-.of the contracts involved in this suit. It-is contended that under the law as it stood prior to this enactment, that the power of either the-association or the receiver to enforce these contracts had no existence. Thát'the right of action was as dead as though such contracts had been fully-paid'or barred by the statute of limitations, and-that to restore such right is. to‘create a new liability, which, it is asserted,..is beyond the power of the legislature. We -are not impressed with this contention and argument of appellee.- It'is well settled by numerous authorities that he had no vested .rights in’ being permitted to oppose the action, by way of a plea in abatement, for the failure of the association to comply with the provision of the laws to which we have heretofore -referred. It was within the power of the legislature,- under our Constitution, to interpose and remedy or cure the results due to the failure of the association to-comply with such laws, and .in so doing it would in no manner violate the-.Constitution by impairing the obligations of a contract, or by disturbing, within the -meaning of that -instrument, any vested right of appellee. The right of action upon the contract in question was not dead, or as completely destroyed as appellee insists, as it would have been had its enforcement been completely and fully barred by the statute of limitations. The remedy to enforce the contract was simply suspended, under the provisions of §3456 Burns 1894, §3025 R. S. 1881, until there was a compliance with the statute. Wood, etc., Co. v. Caldwell, 54 Ind. 270, 23. Am. Rep. 641; Domestic, etc., Co. v. Hatfield, 58 Ind. 187; Daly v. National Life Ins. Co.,
It is true that where a person has satisfied a demand, it can not be revived against him by the legislature, and where he has been released from a demand by means of .the operation of the statute of limitations he is equally protected, but a party can not be said to have a vested right in a defense based upon an informality which does not affect his substantial equities or rights. Cooley on Const. Lim. 454.
In fact he has no such rights in the law generally, nor in legal remedies afforded, and therefore changes made therein by the legislative department -do not come within the constitutional prohibition, unless they are of such a nature or character as materially to affect or impair contractual or vested rights. Where laws merely afford means for a more efficient-enforcement of a contract, they can not be said to impair- it, and are not invalid for that reason. Bryson v. McCreary, 102 Ind. 1; Johnson v. Board, etc., 107 Ind. 15; Burget v. Merritt, 155 Ind. 143; Andrews v. Russell, 7 Blackf. 474; Pierce v. Mills, 21 Ind. 27; Mutual Benefit Ins. Co. v. Winne, 20 Mont. 20, 49 Pac. 446; Ewell v. Daggs, 108 U. S. 143, 2 Sup. Ct. 408, 27 L. Ed. 682; Bleakney v. Farmers, etc., Bank, 17 Sarg. & R. (Pa.) 64, 17 Am. Dec. 635.
In Mutual Benefit Life Ins. Co. v. Winne, supra, a statute of Montana provided, in effect,, that all acts and contracts made by a foreign corporation before it had filed a certificate required by the laws of that state should be void as to such corporation. The legislature of that state passed an act relieving such contracts of the invalidity imposed by the former act and provided that they should be valid and enforceable. It was held in that appeal that the purpose of the statute was merely to legalize and render enforceable contracts of a foreign corporation, which,.as the court held, were avoidable only by reason of the failure of such corporation to file a statement and certificate-as by the law was
■ In the1 case óf Burget v. Merritt, 155 Ind. 143, a question similar to the- one presented' by appellee was, after a very exhaustive review and consideration of the authorities, decided' adversely to his contention. This court, in that case, on-p.- 148 of the opinion said: “The act does not impair any contract of 'appellants. - In its essentiál nature, the act is the same aá one that would take' aWay the defense of uoncompliancé with the statute admitting foreign corporations to do -business in 'this State, which appellants might otherwise have interposed in an action by a foreign corporation to recover on a contract made here without license. It is a- contradiction in terms to say that the 'taking away of the means by which'a contract may be repudiáted or ignored and the providing of a remedy'to'enforce the contract' as the parties made it is an impairment of the' obligation of the contract. ‘A party,’ says Story; “has no Vested right in a rule of daw which would givé him an inequitable • advantage over another ; and such rule may therefore be repealed and the ad: vantage thereby taken'away. To illustrate this remark: If by law a' conveyance should be declared invalid if- it wanted the'formality 'of a seal; or a note void if-usurious interest was' promised by it; or if in' any other case, on grounds of public policy; a party should be permitted to avoid his-'-contract entered into intelligently 'and without fraud, there would be no sound reason for permitting him to claim the protection of the Constitution, if afterwards, on a /different view of'public policy, the legislature'should change the rule;- and give effect to' his conveyance,--note, or other contract, exactly according to the original intention. Such infirmities in contracts and conveyances are often cured in this manner; and with entire justice; and the same may also be done with ' defects in' legal proceedings occasioned by mere irregularity.’ 2 Story on Const. (5th ed.), 703. And so says the courts.”
