9 Colo. App. 548 | Colo. Ct. App. | 1897
delivered the opinion of the court.
The plaintiffs in error, who were doing business as co-partners under the name of The Kansas City Bag Manufacturing Company, in 1893 sold several lots of sacks and burlaps
Treating the subject inversely, the defendants insist the judgment may be supported because the plaintiffs attempted to join two causes of action in their complaint, which cannot properly be united under the code provision regulating the joinder of actions, which is a defect that may be reached by the demurrer, and also because the act on which the suit is predicated is unconstitutional. Neither of. these positions seems to us to be well taken or available. We are not inclined to consider or determine the sufficiency and accuracy of the argument on which the first proposition is supported, .for we do not regard it as legitimately before us. The proposition insisted on is that since the code only permits the joinder of causes of action of this class when they sound in
We should possibly be less conservative in the expression of our opinion but for the fact that this question was practically undetermined by the lower court, which held the suit unmaintainable because the statute under which it was brought was unconstitutional. Since this was really the question which the court decided, and whereon it entered judgment for the defendants, we are disinclined to express our views respecting the first proposition, though, in any event, what we might say would probably be obiter.
In respect to the unconstitutionality of the statute, we are inclined to be equally brief, and to limit the opinion to a bare statement of our views in the premises, because, if the parties are aggrieved by our conclusion, the question can be presented to the court which has the final arbitrament of such matters, and a conclusion and satisfactory settlement of the constitutionality of this particular statute be secured. We are further inclined to this procedure because the statute has been in force for upwards of twenty years, many suits have been brought on it, judgments rendered and affirmed on appeal, and thus far this particular question seems not to have been suggested by counsel or considered by the courts. It may be that this is a very unsubstantial argument on which to predicate our conclusions, but we are quite of the opinion this.
It is a little difficult to conceive of anything more germane to the title of this act than the statutory regulation respecting the organization and conduct of corporations. The title of the act is, “ An Act to Provide for the Formation of Corporations.” It onty embraces one subject, and the only inquiry is whether the particular provision under consideration is germane to that subject. The statute under which the action is brought provides that, within 60 days after the 1st of January of each year, the then directors of the corporation must file their reports in the proper offices, showing the amount of capital stock paid up, and the amount of the corporate debts, thereby disclosing to the public who-may deal with them the general financial condition of the corporation. A failure to comply with the statute renders the directors of the company who are guilty of the failure liable for the debts of the company contracted within a time limited by the act. We are quite unable to see why this matter is not a legitimate and necessary part of the act providing for the formation of corporations. The act provides the way in which corporations shall be organized; the persons by whom its affairs must be conducted, and their qualifications; prescribes their duties, and imposes penalties for a failure to perform these duties; and why this is not germane to the subject of
On the record as it stands, the district court erred in entering judgment for the defendants upon the demurrer, and it will be reversed and remanded.
Reversed.