85 Vt. 91 | Vt. | 1911
In 1896, four corporations having their prin■cipal offices at Rutland executed and filed with the secretary of state an agreement for consolidation. The constituent ■companies were the Peoples Gas Light Company, the Rutland
The deposit was made, and thereupon the pending bill was approved by the Governor. This suit was brought July 20, 1909, specification covering a charter fee of five hundred dollars was filed August 13, 1909, defendant’s plea and notice were filed January 1, 1910, an agreed statement of facts was-filed, and a trial by court had thereon. Judgment was rendered for the plaintiff for five hundred dollars, to Avhich the defendant excepted.
The defendant claims that each of the consolidating corporations had been duly authorized by the Legislature to enter into the consolidation agreement, and that the result was a new corporation, legally created, vested Avith all the rights, privileges, franchises and property of the old corporations, which were wiped out by the transaction. The State does-not challenge the authority of the constituent companies,.
Nor would a fee accrue under P. S. 800, for corporations formed by the consolidation of pre-existing corporations are not therein provided for. While it is true that a corporation so formed becomes a new and distinct corporation, — assuming that the consolidation is legally accomplished — and that by means of a contract entered into between its constituent companies, it derives its corporate character from the Legislature through the act or acts authorizing the consolidation. So it •is held that a special act authorizing consolidation contravenes •a constitutional provision against the creation of corporations by special act. Shields v. Ohio, 95 U. S. 323, 24 L. ed. 357. Though such a corporation is, in this sense, created by a special net of the Legislature, it is apparent that it is not covered by P. S. 800, for it cannot be known when the- legislative authority
If the attempted consolidation was illegal for want of legislative authority, no fee could accrue to the State, because not even a de facto corporation resulted; such a corporation nan exist only when there is a law under which a de jure corporation could be created. Noyes Intercorp. Relations, §§ 17, 92; American Loan etc. Co. v. Minnesota, etc. R. Co., 157 Ill. 641, 42 N. E. 153.
It follows that if the State is entitled to a charter fee from the defendant, it accrued upon the passage of No. 303, Acts •of 1908, by force of P. S. 800, — which provides that “persons seeking incorporation by special act of the general assembly” shall deposit as therein provided the fee therein specified. Here, again, use is made of the term “persons;” but not, we think, in the restricted sense. By P. S. 26 it is provided that the word -“persons” may extend and be applied to bodies corporate and politic; and the section under consideration was, we think, intended to cover all who apply, — be they natural persons or corporations previously existing. We are confirmed in this opinion by the fact that when this statute was enacted, — No. 19, Acts of 1898, — it read “any body or persons seeking incorporation,” etc., — the present reading of the section being the result of revision. The language of the original act indicates an appreciation of the fact that circumstances might arise which would impel a corporation, through doubt of the legality of its organization or for some other reason of its own, to seek a special act of the Legislature confirming or declaring, in express terms, its corporate character. An examination of No. 303, discloses that the first section thereof confirms and legalizes all acts and contracts whereby the Rutland Street Railway Company, the Peoples Gas Light Company, the Chittenden Power Company and the Rutland City Electric Company consolidated with .the Vermont Internal Improvement Company.
Nor can we sustain the defendant’s claim that the judgment. below was based upon a different claim than that covered by the stipulation. The defendant insists that the stipulation only relates to a fee or fees which had become payable to the State before the introduction of the bill which became No. 303, while the judgment was rendered for a fee which accrued to the State upon the passage of that act. The stipulation refers to a claim on the part of the State that there “is due to. the State a charter tax or an additional tax” from the defendant- or the Improvement Company, or both. It also states that, “the said companies claim that no additional charter tax is
Affirmed.