Am. Sur. Co. v. Great White Spirit Co.

• Decision Date: 19 June 1899
• Parties: AMERICAN SURETY CO. et al. v. GREAT WHITE SPIRIT CO. et al.
• Court: New Jersey Supreme Court

43 A. 579

58 N.J.E. 526

AMERICAN SURETY CO. et al.

v. GREAT WHITE SPIRIT CO. et al.

Court of Errors and Appeals of New Jersey.

June 19, 1899.

(Syllabus by the Court.)

Appeal from court of chancery.

Bill by the American Surety Company and others against the Great White Spirit Company and others. Application for receiver denied, and plaintiffs appeal. Reversed.

Charles L. Corbin, for appellants.

Francis C. Lowthorp, for respondents.

MAGIE, C. J. Upon a bill filed by appellants as creditors of the Great White Spirit Company, a corporation of this state, a rule to show cause why a receiver for that company should not be appointed was allowed. On the return of the rule the matter was heard by Vice Chancellor Stevens upon the bill and accompanying affidavits and affidavits presented by respondents. Upon his advice the application for a receiver was refused, and the rule to show cause was discharged. This appeal is from the order discharging the rule.

The bill of appellants prayed for the appointment of a receiver upon two grounds:

(1) Because of the insolvency of the company, entitling creditors to such relief under the provisions of section 66 of the "Act concerning corporations" (Revision of 1896), approved April 21, 1896 (Laws 1896, p. 277); and (2) because of the dissolution of the company, entitling its creditors to like relief under the provisions of section 56 of the same act. The dissolution of the company appeared by the bill and affidavits to have been thus effected. It had defaulted for more than two consecutive years in the payment of state taxes imposed upon it. On May 31, 1898, the governor issued a proclamation declaring that the charters of this and other corporations were void, and that all powers conferred by law upon such corporations were inoperative and void. This proclamation was issued, not under the provisions of the act of March 20, 1891 (1 Gen. St p. 956), as supposed by the court below, but under the provisions of an act entitled "A further supplement to an act entitled 'An act to provide for the imposition of state taxes upon certain corporations and for the collection thereof,' approved April eighteenth, one thousand eight hundred and ninety-four," which supplement was approved April 21, 1896 (Laws 1896, p. 319). No act having the recited title was approved on April 18, 1894, but an act with that title was approved April 18, 1884 (3 Gen. St. p. 3335), and the plain legislative intent was that the act of 1896 should supplement the act of 1884. Such being the legislative purpose appearing in the act of 1896, it is obvious that we are confronted with the question whether that purpose has failed of effect by reason of the error in reciting in the title that the act which it was intended to supplement was approved in 1894, instead of 1884, as was the fact Among the provisions of paragraph 4 of section 7 of article 4 of our constitution is one which requires the object of every law to be expressed in the title. This provision has been uniformly held by our courts to be mandatory upon the legislature, and to invalidate all legislative acts the titles of which express the legislative object deceptively or illusively. Union Tp. v. Rader, 39 N. J. Law, 509; Jersey City v. Elmendorf, 47 N. J. Law, 283; Lane v. State, 49 N. J. Law, 673, 10 Atl. 360; Falkner v. Dorland, 54 N. J. Law, 409, 24 Atl. 403; Beverly v. Wain, 57 N. J. Law, 143, 30 Atl. 545, as explained in Johnson v. Borough of Asbury Park, 60 N. J. Law, 427, 39 Atl. 693, and Kennedy v. Borough of Belmar, 61 N. J. Law, 20, 38 Atl. 756; Ryno v. State, 58 N. J. Law, 238, 33 Atl. 219; New York & G. L. Ry. Co. v. Inhabitants of Montclair Tp., 47 N. J. Eq. 591, 21 Atl. 493. It is to be observed that the title in question accurately recites the title of the act which was intended to be supplemented by this legislation. No other act of that title is discoverable upon our statute books. The error in the title consists in the misstatement of the date of approval of the act intended to be supplemented. Is the title rendered deceptive or illusive by such an error? If an act having the recited title, or perhaps a title of similar import, had been approved on April 18, 1894, a different question would be presented, and one which would probably require to be solved by the application of the doctrines laid down in New York & G. L. Ry. Co. v. Inhabitants of Montclair Tp., ubi supra. But an examination of the acts of legislature of 1894 discloses no act of the same or similar title, and the title in question could not, therefore, have been either deceptive or misleading.

It remains to consider whether the title expresses the legislative object exhibited in the body of the act. This is to be determined by applying to this title the rules of construction applicable to the description of persons and things, and settling what object, within those rules, is described therein. Had the description of the act intended to be supplemented been limited to the recital of its title, I apprehend no possible question would arise in respect to the title before us being in accord with the constitutional requirement. It would evince that the object of the act was supplementary legislation to an act correctly and properly described, and capable of being identified, because the only act of that title. The customary addition of the date of the approval of the act intended to be amended in such titles may be useful for reference, and sometimes even necessary to distinguish between acts of like titles. But, if the description is otherwise complete, such added description cannot be necessary. Does the addition of words purporting to further describe the object, but which are wholly and absolutely false and inapplicable, invalidate an otherwise complete description? When, to a complete description, words are added which are partially true, or may be deemed to qualify or limit in particulars the general description, a question of intent arises. But where there is a wholly inapplicable and false description it cannot be deemed to have been intended to limit the general description, and ought to have been rejected under the maxim, "Falsa demonstratio non nocet" Griscom v. Evens, 40 N. J. Law, 402; Id., 42 N. J. Law, 579. This conclusion is in harmony with the view lately expressed in this court upon a similar question. Schmalz v. Wooley, 39 Atl. 539. The result is that the act in question is not lacking in validity.

The act of March 20, 1891, the provisions of which were deemed to be applicable to corporations in default in the payment of state taxes, was a supplement to the corporation act then in force. It was therefore repealed by the general repealer contained in section 118 of the "Act concerning corporations" (Revision of 1896), approved April 21, 1896....