People v. Perrin

56 Cal. 345 | Cal. | 1880

Sharpstein, J.:

This is a proceeding on the part of the State, in the nature of a quo warranto, to inquire into the legality of the existence of the defendant, La Socióté Francaise d’Epargnes et de Prévoyance Mutuelle, as a corporation, and of the legality of the exercise of the powers of directors of it by the other defendants. The complaint was demurred to, and the demurrer sustained by the Court below. The plaintiff declined to amend, and the complaint was dismissed. From that judgment this appeal is taken. The original corporators of the corporation defendant filed a certificate of incorporation on the 1st day of February, 1860, in which they omitted to state the amount of the company’s capital stock, or the number of shares of which it would consist. The object for which the corporation was formed was, “ to receive ” from its members “ deposits of money, to preserve the same from loss, and to find secure and profitable investment therefor.” The only law in force at that time which provided for the formation of corporations for trading, etc., was an act entitled “ An act to provide for the formation of corporations for certain purposes,” approved April 14th, 1853. There is no authority in that act for the incorporation of any company without a capital stock consisting of a specified number of shares. Nor do we understand it to be claimed by respondents’ counsel that there is. They do claim, however, that a corporation could be formed under that law, for the object specified in the certificate of the corporators of this corporation ; viz., to carry on the business of a savings bank; and they insist that the Act of 1853 has, since the incorporation of this corporation, received a legislative construction to that effect. The act which they cite in support of that proposition is entitled, “ An act amendatory of and supplemental to an act entitled 6 An act to provide for the formation of corporations for certain purposes, approved April 14th, 1853,’ and the acts amendatory thereof and supplemental thereto,” approved March 4th, 1870. (Stats. 1869-70, p. 132.) The first section of that act reads as follows: “ All corporations and their successors heretofore formed under the provisions of the act of which this act is amendatory, for the purpose of receiving from the members thereof, and others, deposits of money, preserving the same from loss, and of finding secure and profitable investment therefor, may receive .deposits of money from minors and married women.” It is claimed that this is a clear recognition of the power of corporations organized under the Act of 1858, for the avowed object for which this corporation was formed, to conduct the ordinary business of sayings banks. This we conceive to be too plain to admit of argument. No change of phraseology could make it plainer. And by a subsequent act, with a similar title, approved March 24th, 1870 (Stats. 1869-70, p. 364), the power of such corporations to transact that kind of business is#recognized in nearly or quite the same language. In both of these acts there is a direct reference to corporations which had members, although the law of 1858 only provided for the incorporation of companies with stockholders. In view of the provisions of these acts, it seems to us that the State is estopped from denying that corporations could be formed under the Act of 1853 to carry on the business which this corporation was organized to carry on. (Proprietors of Enfield, v. Permit, 5 N. H. 280; Commonw. v. The Pejepscut Proprietors, 10 Mass. 154; Commonw. v. Heirs of Andre, 3 Pick. 224.) And if this was an existing corporation at the respective dates of the Acts of 1870, it was entirely competent for the Legislature, by a general law, to confer upon it, and all similar corporations, the power to transact the business of savings banks. (Aikin v. W. R. R. Corporation, 20 N. Y. 370.) Those acts, from the time of their going into effect, fixed the law upon this subject. (Municipality v. Wheeler, 10 La. An. 747.) But prior to the passage of the Acts of 1870, the Legislature, by an Act approved April 1st, 1864 (Stats. 1863-64, p. 303), and entitled “ An act concerning corporations,” enacted as follows:

“All associations or companies heretofore organized, and acting in the form and manner of corporations, and that have filed certificates for the purpose of being incorporated, but whose certificates are in some manner defective, or have been improperly acknowledged, or have been acknowledged before a person not authorized by law to take such acknowledgments, are hereby declared to be, and to have been, corporations from the date of the filing of such certificates, in the same manner, and to the same effect and intent, as if such certificates were without fault, and properly acknowledged before the proper officer; and all such certificates are hereby validated and declared to be legal, and shall have the same force and effect as if such certificates were free from all fault or defect, and were properly acknowledged before an officer having authority to take such acknowledgments.”

It is not denied that this association or company had been organized, and acting in the form and manner of a corporation, and had filed a certificate for the purpose of being incorporated. And that seems to bring it within the purview of the act. Heading these several acts together, there is little or no room left for doubt as to the validity of the incorporation and acts of the corporation defendant, and its trustees, from and after the passage of the Act of 1870.

There is seldom any question raised as to the prospective operation of a curative statute. It was just as competent for the Legislature to confer additional powers, privileges, and immunities by the subsequent as by the original act. But since the enactment of the Civil Code, and before the commencement of this action, this corporation elected to have a capital stock, and issued certificates therefor in the same manner as corporations formed under the provisions of chapter 1, article 1, of said Code, and has in all other respects complied with the provisions of section 300 of said Code.

We have endeavored to show that this corporation did have a legal existence prior to the enactment of that Code, and if it did have, the question now is, not whether it transcended some of its powers before that time, but whether, at the time of the commencement of this action, it was transcending any of its powers. It is not alleged that it was, and if it was not, the Court cannot grant the relief prayed in the complaint. And it is only upon the hypothesis that this corporation had no legal existence prior to the time when it elected to come in under the Code, that the appellant claims to be entitled to any relief. Having determined that it had a legal existence prior to that time, it necessarily follows that it had a right to come in under the Civil Code, and have a capital stock, and stockholders; and having elected so to do, its right to exercise such corporate powers as it is alleged to be exercising is not without, but with, authority of law; and the demurrer to the complaint was properly sustained.

Judgment affirmed.

Boss, J„ Myrick, J., Morrison, C. J., Thornton, J., and McICinstry, J., concurred.