Gas & Water Co. v. Borough of Downingtown, 193 Pa. 255

Gas & Water Co. v. Borough of Downingtown

193 Pa. 255 | Pa. | 1899

Opinion by

Mr. Justice Green,

The title of the plaintiff in this action to the rights, propperty and franchises of “The Downingtown. Gas and Water *261Company ” was derived by a purchase at sheriff’s sale under proper proceedings instituted for that purpose. When this case was here before (175 Pa. 341), the validity of the plaintiff’s title to the property and franchises in question was not impugned, and we held that a good title had been acquired by the sheriff’s sale. Our Brother Fell, delivering the opinion, said: “The purchaser at the sheriff’s sale, with others interested in the proceeds of the sale, at once organized a new corporation, adopting the name of ‘ The Gas and Water Company of Downingtown.’ The new corporation accepted the provisions of article 16 of the constitution, and complied with the requirements of the Act of May 25, 1878, P. L. 145, in order that it might possess all the rights, privileges and franchises of the corporation which it succeeded.” We thereupon enforced the rights claimed by the plaintiff against the defendant, by reversing the judgment and directing that an injunction should be granted by the court below restraining the defendant from erecting works.

In the case as it now comes before us the title of the plaintiff to the rights and franchises is attacked upon the ground that the title of the act of 1878 makes no specific mention of gas and water companies as being objects to which the act was intended to apply. But the title does describe the act as “ A supplement to an act entitled ‘An act concerning the sale of railroads, canals, turnpikes^ bridges and plank roads,’ approved April 8, 1861,” and “ extending the provisions of said act to coal, iron, steel, lumber, or oil or mining, manufacturing, transportation, and telegraph companies in this commonwealth.” The act itself in its 1st section provides, “ That whenever the material, rolling stock, property and franchises of any gas, water, coal, iron, steel, lumber, oil or mining, or manufacturing, transportation or telegraph company, or any railroad, canal, turnpike, bridge or plank road, or of any corporation, created by or under any law of this state, shall be sold and conveyed,” by virtue of any process of any court, etc., the persons buying the same shall be constituted a body corporate, and shall be vested with all the property, rights and franchises of the corporation as whose property they are sold. Then follows provisions for effecting the new organization.

The most cursory glance at the language of the act proves *262conclusively that it was intended to embrace, not only all the very numerous forms of corporate existence specifically mentioned, but all manufacturing companies, and all corporations created by law in this commonwealth. The plain object of the legislation was to establish a uniform system of procedure which should be applicable to the sale under judicial process of all the rights, property and franchises of every form of corporate existence, not municipal. A voluminous designation of particular corporations is made in the body of the act, and a much less numerous designation is set forth in the title, but among those mentioned in the title are manufacturing companies. As this is a very broad expression and will include almost every kind of corporate formation it can well be argued that the title was sufficiently generic to embrace all kinds of corporate activity. But it certainly does include gas companies, as artificial gas cannot be generated except by the process of manufacture.

In Allegheny County Home’s Appeal, 77 Pa. 77, we said: “ It will not do, therefore, to impale the legislation of the state upon the sharp points of criticism, but we must give each title as it comes before us a reasonable interpretation, ut res magis valeat quern pereat. If the title fairly gives notice of the subject of the act, so as reasonably to lead to an inquiry into the body of the bill, it is all that is necessary. It need not be an index of the contents, as has often been said.” In State Line and Juniata R. R. Co.’s Appeal, 77 Pa. 429, we said, “ The true rule is, that where the legislation in the supplement is germane to the subject of the original bill the object of such supplement is sufficiently expressed in the title.” The title of the act of 1861 is “ An act concerning the sale of railroads, canals, turnpikes, bridges and plank roads.” The supplement of 1878 is entitled, “ A supplement to an act entitled ‘ An act concerning the sale of railroads, canals, turnpikes, bridges and plank roads,’ approved April 8, 1861, extending the provisions,” etc. The bodies of both acts provided for the organization of the purchasers at judicial- sale of the property, rights and franchises of corporations into new companies clothed with all the property rights and franchises of those that were sold. The object of both acts was the same, and the methods to be pursued were the same, prescribed in almost identical language. The chief *263difference between the two acts was an increase in the number and kind of corporations embraced within the statutory provisions. Of course, the object of the act of 1878 was strictly germane to that of the act of 1861, and it is equally true that the title of the later act gives notice of the subject so as to lead reasonably to an inquiry into its body. In the opinion in the last case cited, 77 Pa. 429, Paxson, J., said: “ An examination of the pamphlet laws since the amendment of the constitution in 1864 discloses that 113 ‘ supplements ’ and ‘ further supplements ’ to railroad charters have been passed. Embracing other corporations, there are about 1,400. This is important, not only as showing the extent of the interests to be affected by our decision, but also as exhibiting the uniform construction placed upon this section by the legislative and executive departments of the government. While we are not bound by their construction, it is nevertheless entitled to weight, and should always be treated with respect. In view of this unbroken current of legislation we are constrained so to treat this question as not to obliterate from our statute books a large number of acts under which important and costly improvements have been commenced, and rights have become vested. The construction now claimed for this clause of the constitution, if adopted by this court, would unsettle the business of the state to an extent beyond the capacity of any one to define. That we are not bound to do so is sufficiently clear both upon reason and authority.”

The foregoing comments are precisely applicable to the present case.

In Mauch Chunk v. McGee, 81 Pa. 433, Agnew, C. J., said in the opinion: “ It is not the purpose or the duty of the Court to catch at pretexts to avoid legislation, where it can be -fairly reconciled with the constitution. This has been the current of decision in this state in many cases. ... In Commonwealth v. Clellans, 8 Pa. 226, Justice Shakswood remarked that ‘ the intention of the constitutional amendment was to require that the real purpose of a bill should not be disguised or covered by the general words “ and all other purposes,” which was formerly so common, but should be fairly stated; and it must be a clear case to justify a court in pronouncing an act, or any part of it, void on this ground.’ ”

In the case In re The Borough of Pottstown, 117 Pa. 538, *264this whole subject was caréfully reviewed in an opinion by our late Brother Clark, in which it was held that where the title of an original act fully expressed the subject of the enactment, and an act entitled a supplement thereto has a title sufficiently expressing any subject within the purview, and contains provisions properly germane to the subject of the original, the supplementary act is not unconstitutional. There are many other decisions to a similar effect, but it is not necessary to cite them. We are very clear that the act of 1878 is not contrary to the constitution in extending the provisions of the act so as to embrace all corporations, and there is therefore no merit in the first assignment of error.

The remaining assignments do not require • detailed discussion. That the plaintiff had succeeded to the exclusive powers possessed by the former company, and could now exercise them against the defendant, was sufficiently decided when the case was here before. That the forfeiture of the plaintiff’s charter cannot be inquired into or considered in this collateral proceeding is so thoroughly established by numerous and familiar decisions that even a reference to them is not necessary. This branch of the case has been so correctly disposed of in the opinion of the learned court below, with which we entirely concur, that nothing further need be said. There was no merit in the petition for a rehearing, and it was very properly refused. The assignments of error are all dismissed.

The decree of the court below is affirmed, and the appeal dismissed at the cost of the appellants, the time for issuing the writ of injunction being now fixed on the 80th day of October, 1899.