14 Wis. 295 | Wis. | 1861
By the Court,
The objections to the act of April 2, 1860, are too technical and evasive. Legislative enactments are not to be defeated on account of mistakes, errors or omissions, any more than other writings, provided the intention of the legislature can be collected from the 'whole statute. If the mistake renders the intention doubt
It seems to be conceded on both sides, that it was competent for the legislature, both by virtue of the power reserved in the organic act of the company, and of section 1 of Article XI of the constitution, to pass the amendatory acts of April 15, 1858, and January 31st, 1860, by which the trustees were authorized to change the plan and organization of the company from the mutual to the joint stock system. Indeed, with a single exception, none of their provisions appear liable to any constitutional objection whatever. The first section of the first named act declares that the trustees may adopt the mode of insuring practiced by insurance companies ; and may open books for the subscription of stock, at such time and place and under puch restrictions as they may deem proper. This is a grant to the trustees of new and distinct powers, such as they could not before have exercised, either as a matter of corporate authority or of legal
And this permissive feature of the acts has, in my judgment, a very important influence upon the questions we are considering. It shows that they were not enacted through motives of public policy or necessity, nor at the suggestion of the legislature-itself; but that they were solicited and procured by some interested private parties. The plain inference is, that the legislature was set in motion by the trustees and such other members of the company as were desirous of effecting the change, and that the acts were passed at their request. Regarded in this light, the remedy afforded by the act of April 2d, instead of being the harsh and oppressive proceeding described by the appellant’s counsel, appears very equitable and just. The trustees and assenting members, or what is the same, the company under its new organization, being themselves the movers, and having set on foot measures by which the dissenting members have been deprived of the chartered rights and privileges on the faith of which they invested their money, ought not to object to any fair proceeding by which they seek a return of it. Their claims are most equitable, and every principle of nat
Nor is it liable to the objection that it transfers the property of one person to another without right; nor that it compels one joint owner of property to buy the interest of another, on pain of having a judgment rendered against him, and the joint property sold to satisfy it. It is a proceeding on the part of the dissenting members to get their own. The trustees, by their conduct, have made a distribution necessary and proper. They have appropriated the property without the consent of the owners. It is like the sale of lands where a division' is impracticable.
Neither can it be objected to the proceeding, that it provides for the rendition of a judgment without the intervention of a court, and without a hearing on the part of the company. If this were so — if if took a judicial question
The objection that the act violates the constitution, by providing for a trial and judgment without the intervention of a jury, is not insisted upon by the appellant’s counsel. If it were, it has already been answered. The record shows a substantial claim for equitable relief, as it was administered in courts of chancery before the constitution was adopted. The capital stock of incorporated companies is a trust fund, the proper application, of which courts of equity will enforce by virtue of their inherent jurisdiction over trusts and frauds. Willard’s Eq., 739-40.
Order affirmed.