48 Ala. 346 | Ala. | 1872
This case was decided on an agreed state of facts in the court below. And there seems to be but a single question contested in this court. That is this: Was the act of the general assembly of this State approved the 9th day of March, 1871, entitled “An act to repeal an act to incorporate the Tuskaloosa Scientific and Art Association, for the purpose of encouraging science and art, and aiding the University of the State in replacing its library and establishing a scientific museum,” a valid law? That is, did the repealing act destroy the corporate powers of said association? This latter act contains but a single section, which is thus expressed: “ Section 1. Be it enacted by the General Assembly of Alabama, That ‘An act to incorporate the Tuskaloosa Scientific and Art Association, for the purpose of encouraging science and art and aiding the University of the State in replacing its library and establishing a scientific museum,’ be, and the same is hereby repealed.” Some time before this repealing act was passed, the appellee, Green, agreed to purchase one share of the stock of said association, and pay for the same the sum of one hundred dollars, but after the repeal he refused to comply with his agreement, upon the ground that the re
The dissolution of a corporation in this State does not effect its right to sue and be sued until a lapse of five years after such dissolution, even when the dissolution is legal and effectual. — Revised Code, § 1775. Then the corporation had the right to sue and recover upon its contract, if it was a legal contract. There is no pretense that the agreement to purchase a share of the corporate stock was illegal when made. It was such a contract as the law of the incorporation authorised, The general assembly could not by any subsequent enactment defeat or impair this contract. This is now too well settled to need the recital of authorities. Both the State and the national constitution forbid it. — Const. Ala. 1867, Art. 1, § 24; Const. U. S., Axt. 1, § 10, cl. 1; Baseball's Const. U. S., pp. 153, 155, 156, and case there cited. The corporation had done nothing to vitiate the contract of sale of one share of its stock, and there was no express or implied warranty against a repeal of the law creating the corporation. Its failure was, then, one of the risks that the purchaser of its stock took upon himself. He could not then be entitled to be released for this reason, when the corporation was not in fault. If the repeal was of any force, it was, in part, the act of the purchaser himself.
The act of the general assembly of this State, approved February 3,1866, entitled “An act to incorporate the Tuskaloosa Scientific and Art Association, for the purpose of encouraging science and art, and to aid the University of the State in replacing its library and establishing a scientific musuem,” creates a private corporation. The first section of the act very clearly shows this, Omitting the
The majority of the court, however, confine their concurrence in this opinion strictly to the reversal, without approving or disapproving the intimation that the act of March 9,1871, repealing the act of .February 3,1866, by
The judgment of the court below is reversed, and the cause is remanded for a new trial.