State ex rel. Lederer v. Inter-National Investment Co.

88 Wis. 512 | Wis. | 1894

Oassoday, J.

There is really no dispute in the facts. The jugglery with figures provided for in the articles of incorporation, and mentioned in the foregoing statement, may be such as to make the rights of contract holders a matter of so much uncertainty and chance as to bring the defendant under the condemnation of the statutes against lotteries and gambling, as contended by counsel for the relator. Comm. v. Wright, 137 Mass. 250; Wilkinson v. Gill, 74 N. Y. 63. But the view we have taken of the case makes it unnecessary- to determine that question.

Of course, there can be no valid incorporation without legislative authority. As will be observed in the foregoing statement, the charter declares, in effect, that the business of the corporation “ shall be to encourage frugality and economy in its members; to create, husband, and distribute funds from monthly instalments, dues, or investments from its members; to purchase, take, hold, sell, convey, lease, rent, and mortgage real estate and personal property; to loan surplus accumulations; and to carry on and conduct a general investment business.” But we find nothing in the articles of incorporation “to encourage frugality and economy in its members.” Besides, we find no statute authorizing an incorporation for any such purpose. The same is true in regard to creating, husbanding, and distributing funds from monthly instalments, dues, or investments from its members, as mentioned. The only statutory authority relied upon is sec. 1771, R. S., as amended. This statute does authorize the formation of a corporation “ for buying, selling, exchanging and dealing in all kinds of property, real or personal, or both; ” but it is manifest, from the articles of incorporation before us, that the buying, holding, leasing, and selling property is not the primary object of this corporation. On the contrary, its primary and most important object is to obtain moneys from its members, and its incidental or secondary object is the disposal of the moneys after they are so obtained. If, therefore, the general scheme for obtaining the moneys is without statutory authority, then the corporation has no legal existence. So, the statute authorizes the formation of a corporation “ for loaning money on securities or otherwise.” But “ to loan surplus accumulations, and to carry on and conduct a general investment business,” is not the primary object of this corporation. On the contrary and as already observed, its primary object is to first obtain the moneys from its members, and its incidental or secondary object is to dispose of moneys so obtained. If, therefore, such primary object is without statutory authority, then the whole scheme must fail. Counsel for the defendant was asked on the argument to state the real business of this corporation, and he answered that it was “ a species of philanthropy.” But there is nothing in the articles of incorporation to justify the conclusion that its purpose is to do good or bestow benefits upon its members,— much less upon mankind in general. If it is designed to confer favors upon any persons, it must be its officers and managers: Besides, the.section of the statute cited does not authorize the formation of a corporation for such philanthropy. The nearest approach to it is the authority to form a corporation “ for the establishment and maintenance of any benevolent, charitable or medical institution, hospital or asylum.” Of course, there was no authority to form this corporation under that clause.

Counsel does not claim that this corporation belongs to ■any of the classes of corporations specifically authorized by the section, but he contends that the formation of such a corporation is authorized by the general clause following the several specific classes mentioned, to wit, “ or for any lawful business or purpose whatever, except” as therein stated. .But, by a well-settled .rule of . construction, these general words extend only to things of a kindred nature to those specifically authorized by the section. Nosoitv/r a sooiis. Wisconsin Telephone Co. v. Oshkosh, 62 Wis. 38. That rule has been repeatedly applied by this court to numerous statutes where general words have followed specific authority. Bevitt v. Crandall, 19 Wis. 583; Edson v. Hayden, 20 Wis. 684; Morse v. Buffalo F. & M. Ins. Co. 30 Wis. 534; Attorney General v. Railroad Cos. 35 Wis. 519; Campbell v. Campbell, 37 Wis. 218; Sawyer v. Dodge Co. Mut. Ins. Co. 37 Wis. 503; Cleaver v. Cleaver, 39 Wis. 102; Gibson v. Gibson, 43 Wis. 33; Kelley v. Madison, 43 Wis. 645; Wis. Cent. R. Co. v. Smith, 52 Wis. 144; Blake v. Blake, 75 Wis. 343. Any other construction would enable parties, by mere agreement, to form a corporation for-any conceivable “business or purpose whatever,” not in violation of law. Certainty the legislature never intended to grant such unlimited authority.

It does not appear that the relator is an elector, citizen, or tax-payer of the state, nor that he is a member of, or in any way interested in, this corporation. It is merely alleged that he is a “ resident ” of the city and county of Milwaukee. It may be a serious question whether a mere private-person who happens to reside in the state can, as relator, maintain such an action. State ex rel. Cornish v. Tuttle, 53 Wis. 45. But no such objection has been made. The question of the authority to form such corporation is so important that we deem it our duty to decide it.

By the Court.— The demurrer to the answer is sustained,, and judgment is hereby directed, vacating, dissolving, and annulling the corporate existence of the defendant, and ousting it of its franchises.