Woodberry v. McClurg

| Miss. | Mar 15, 1901

Terral, J.,

delivered the opinion of the court.

M. W. Woodberry and five other citizens of Jones county applied to the governor of the state of Mississippi for a charter of incorporation of the Laurel Gravel Company. The governor referred the proposed charter to the attorney-general for his opinion as to its legality. The attorney-general declined to make such certificate, whereupon this writ of mandamus was brought against him to test the legality of the proposed charter.

A statement of the proposed articles of incorporation will best present the question for consideration.

The articles are styled, £ £ Charter of incorporation of Laurel Gravel Company.” Section 1 declares the purposes are to purchase and operate a gravel pit or pits and do a general mercantile and manufacturing business. Section i provides that the Laurel gravel pit corporation may acquire and operate saw and planing mills, own and operate electric light plants, build and own hotels, may purchase, hold and deal in the stock or shares of any incorporation organized' under the laws of the United States or of any of the several states of the union, provided such corporation is not a competitor with it in business.

That the powers attempted to be lodged in the Laurel Gravel Company would be illegal, if granted, we cannot doubt. They would make it a stupendous monster, capable of swallowing into its insatiable maw all the mercantile and manufacturing institutions of the entire country, because none of them would be in any competition with it in the gravel business. Incorporated under chapter 25 of the code of 1892, which precludes the chartering of railroad corporations under it, yet, in direct conflict with § 832, it gives power to the Laurel Gravel Company to purchase and hold the capital stock of every railroad corporation of North America, because no one nor all of these transportation companies would be in competition with its gravel business.

It is a principle of law that a corporation created under the general laws takes its authority from such general laws, and not from the articles of association (People v. Chicago Gas Trust Co., 130 Ill. R., 268.), and a corporation created under chapter 25, annotated code 1892, can only exercise the powers prescribed by that chapter. By that chapter it is clear that every corporation is intended to be a distinct and separate entity, and reading, in the light of our statutes and the principles of common law relating to corporations, the first clause of section 5, chapter 88, acts 1900 (the anti-trust law), we construe it to mean, as therein expressly declared, that no corporation shall directly or indirectly purchase or own the capital stock, or any part thereof, of any other corporation, and that, too, without any question of competition between them. The question here made was passed upon at the request of the attorney-general. We assume no authority to pass upon his official opinions.

We approve and commend the advice of the attorney-general as sound, wholesome and patriotic, and

Affirm the judgment below with costs.