173 A. 177 | Pa. | 1934
Argued April 9, 1934. The general welfare of the public is already provided for.
Laws of health and sanitation, or the general public welfare, are in no way jeopardized if all the officers of a corporation are not undertakers.
Section 13 of the Act of June 10, 1931, P. L. 485, is in contravention of the equal protection clause of the Fourteenth Amendment of the United States Constitution: Liggett Co. v. Baldrige,
A. L. Edwards, Deputy Attorney General, with him Wm. A.Schnader, Attorney General, for appellees. — Appellant's remedy, if any, is by mandamus: Williamsport v. Gas Co.,
An injunction will not lie to restrain criminal prosecution to enforce a penal act on the sole ground that the act is unconstitutional: Phila. Co. v. Stimson,
Section 13 of the Undertakers Act is not unconstitutional.
The purpose of the legislature was to make certain that a duly licensed undertaker would be in charge of the business of the corporation at all times.
Liggett Co. v. Baldrige,
Section 13, complained of, requires the officers of a corporation organized to carry on the business of undertaking to be licensed undertakers.* While appellant contends that this requirement is an invalid exercise of the police power, we will consider the primary question involved, the power of a state to condition the entry of foreign corporations to do business within its borders. Appellant is a foreign corporation which has never done business in this Commonwealth and seeks to enter to conduct that business. *348
Corporations organized under a state's laws, essentially creatures of that state, depending on it alone for power and authority, cannot by that state be invested with the right to do business in another state which must be recognized by such other state. A state may wholly exclude a foreign corporation from doing business therein, unless it is engaged in interstate or foreign commerce or is an instrumentality of the central government. Before a corporation of one state may do business in another, it must, if that state so demands, secure its permission to enter: Crescent Oil Co. v. Mississippi,
But where a foreign corporation, by compliance with a state's conditions, obtains a right to do business in that state, and does business therein, it has what in many particulars is akin to a domestic corporation's federal rights as to subsequent or future regulation. This is true notwithstanding the right reserved in our Constitution to alter, amend or revoke the charters of domestic corporations. Neither domestic nor foreign corporations may be destroyed through unconstitutional acts. Thus a foreign corporation cannot be compelled to remove from the state because of a failure to comply with an unreasonable regulation imposed subsequently to its entry in violation of the Fourteenth Amendment. Having acquired a right to do business, and doing it, it cannot be limited in such right by regulations which will effect a deprivation of property (Liggett Co. v. Baldrige,
In the cases where the Federal Supreme Court has stricken down provisions of state statutes because they violated the federal Constitution, the foreign corporations were within the state doing business. In some the provisions offended the Fourteenth Amendment: Power Co. v. Saunders,
In this case the corporation is attempting to enter the state. This Commonwealth could wholly exclude it even though our citizens might be inconvenienced or suffer, or, by so doing, it manifests a spirit of unfriendliness towards sister states; it may prohibit, but such prohibition *351 cannot carry with it a purpose hostile to the jurisdiction and sovereignty of the United States.
As stated above, there is no federal right invaded by withholding consent to do business unless the conditions imposed violate a federal right. There is no federal right in a corporation created in one state to do business in another into which it wishes to extend its activities. This corporation in its undertaking business is not engaged in interstate commerce, and the conditions imposed do not affect any of the powers of the federal government. The question is not whether the conditions imposed on a foreign corporation entering are reasonable, which, in this case, we unhesitatingly hold they are, but whether these conditions invade a federal right. If a state may admit foreign corporations to do business subject to certain conditions, to hold that any condition imposed must come under the scrutiny of the Fourteenth Amendment on a theory of some right grounded in the parent state, would deny to a state the power to regulate the entry of foreign corporations. We again emphasize that we are not dealing with a corporation already in the state, but one seeking admission. As to such a corporation, regulations may be imposed that do not appertain to domestic corporations.
What federal right in this corporation, chartered in Delaware, is invaded by the State of Pennsylvania when it requires all officers of the corporation to be licensed undertakers before it will be permitted to enter and do business? It must be remembered that this condition of entry is not imposed under the police power, but is a regulation judged by the principles of comity. A foreign corporation seeking to do business in a state is not denied equal protection of the law under the Fourteenth Amendment by any state statute since it is not within the jurisdiction of the state. This is so, however unjust a regulation may be deemed: Blake v. McClung,
Appellant's position would be no better off were we to declare the act unconstitutional. The intent and purpose of the Undertakers' Act, the Act of June 10, 1931, P. L. 485, was to license individuals, not corporations, as undertakers. It permitted corporations that had been and were doing an undertaking business at the time the act was passed, to continue to do business. It also permitted corporations afterwards organized, either domestic or foreign, to secure a permit to do business if all the officers were licensed undertakers and personally performed the acts of undertaking. If this latter provision is stricken down, then, as we view the Undertakers' Act, corporations, either domestic or foreign, cannot transact an undertaking business in this State, after its passage, unless they were engaged therein prior to its enactment.
Decree affirmed, at appellant's cost.