Fairchild v. Masonic Hall Ass'n--Hunt

• Decision Date: 30 April 1880
• Citation: 71 Mo. 526
• Parties: FAIRCHILD, Appellant, v. MASONIC HALL ASSOCIATION--HUNT, Stockholder.
• Court: Missouri Supreme Court

71 Mo. 526

FAIRCHILD, Appellant,

v.MASONIC HALL ASSOCIATION--HUNT, Stockholder.

Supreme Court of Missouri.

April Term, 1880.

Appeal from St. Louis Court of Appeals.

AFFIRMED.

On the 5th day of June, 1864, Mrs. Anne L. Hunt became the owner of 400 shares of stock in the Masonic Hall Association of the par value of $8000. On the 5th day of June, 1869, the association issued its bonds to the amount of $60,000. The plaintiff became the owner of some of these bonds, and on the 1st day of April, 1876, sued and shortly afterward obtained judgment against the association upon them. Execution was duly issued on said judgment, and for want of property whereon to levy, was returned nulla bona. Plaintiff thereupon filed a motion against Mrs. Hunt for an execution against her as a stockholder in said association. Her stock was full paid, but plaintiff claimed the right to enforce a further liability equal to the par value of the stock. Mrs. Hunt resisted the motion on two grounds; 1st, that at the time the suit was brought the Masonic Hall Association had ceased to exist as a corporation, and the judgment rendered against it was therefore a nullity; 2nd, that the liability sought to be enforced had never attached to her stock. The solution of the questions thus presented depends upon the construction of the following statutory and constitutional provisions. On the 12th day of February, 1853, the general assembly passed an act, the 1st section of which declared that John D. Daggett and others named “shall be and they are hereby created a body politic and corporate by the name and style of the Masonic Hall Association, * * by which name they and their successors shall have perpetual succession” &c. There was no other language in the act defining the duration of the corporate existence. Section 1 of the general corporation law in force at the time this act was passed contained the following provision: “Every corporation as such has power to have succession by its corporate name for the period limited in its charter, and when no period is limited, for 20 years.” R. S. 1845 p. 231.

Section 13 of the same law was as follows: “In all corporations hereafter created by the legislature, unless otherwise specified in their character, in case of a deficiency of corporate property or estate liable to execution, the individual property, rights and credits of every member of the copartnership or body politic having a share or shares therein, shall be liable to be taken on execution to double the amount of his stock, and no more, for all debts of the corporation.” Ib., p. 233. Section 13 of the general corporation law of 1855 was as follows: “In all corporations hereafter created by the legislature, unless otherwise specified in their charter, in case of a deficiency of corporate property or estate liable to execution, the individual property, rights and credits of every member of the copartnership or body politic having a share or shares therein, shall be liable to be taken on execution to double the amount of his stock, and no more, for all debts of the corporation.” R. S. 1855 p. 372. Section 20 of the act of 1855 concerning the construction of the statutes was as follows: “All acts of a public, general and permanent nature, revised at the present session of the general assembly, as soon as such acts shall take effect, shall be taken and construed as repealing the acts in force at the commencement of the present session of the general assembly, so revised.” Ib., p. 1026. Section 8 of the same act was as follows: “Wherever the term ‘hereafter’ occurs (in any statute,) it shall be construed to mean the time after the statute containing such term shall take effect.” Ib., p. 1024. Section 6, art., 8, constitution of 1865 was as follows: “Dues from private corporations shall be secured by such means as may be prescribed by law; but in all cases each stockholder shall be individually liable, over and above the stock by him or her owned, and any amount unpaid thereon, in a further sum at least equal in amount to such stock.” Wag. Stat., p. 58. Section 13 of the general corporation law of 1865 was as follows: “If any execution shall have been issued against the property or effects of a corporation, and if there cannot be found whereon to levy such execution, then such execution may be issued against any of the stockholders to an amount equal in amount to the amount of stock by him or her owned, together with any amount unpaid thereon.” Ib., 291.

The circuit court gave judgment for the plaintiff against Mrs. Hunt for $8,000, which judgment, on appeal to the court of appeals, was reversed. From the judgment of reversal the plaintiff appealed to this court.

John C Orrick and John H. Overall for appellant.

A. & J. F. Lee, Jr. for respondent.

CORPORATION: perpetual succession.

NAPTON, J.

The decision of the court of appeals in this case is based on the point, that the charter of the company, although containing the words “perpetual succession,” was limited by the general statute which confined the duration of all corporations, where there was no limit in the charter, to twenty years, and as the suit against this corporation was brought after the expiration of the twenty years, the judgment against the corporation was a nullity, and, of course, execution against the stockholder could not issue upon a void judgment against the corporation.

That the word “perpetual” is frequently used in the sense of “continuous or uninterrupted” is well established by our lexicographers, and the practice of eminent writers and speakers. That another meaning, of indefinite duration, is also legitimate is equally clear, and the one or the other may be adopted, according to the context and the subject matter relative to which the word is used. The words “perpetual succession” are here used in the charter of a private corporation, and would naturally mean, if unrestricted by other terms, an indefinite duration.

That various charters were granted by the legislature with the words ““perpetual succession,” which were alse restricted to a term of years designated in the same charter, can hardly lead to any conclusion as to such charters as contained the words “perpetual succession” without any such limitation. The additional limitation to a specified term would undoubtedly fix the duration of the corporation, notwithstanding the use of the words “““perpetual succession,” and require these words to be understood in the sense of continuous or uninterrupted succession, a meaning confessedly appropriate when the context or subject matter requires it. But such a construction does not lead to the conclusion that, in charters containing the words “perpetual succession” with no limitation upon the duration of the corporation, the legislature used these terms as equivalent to continuous or uninterrupted succession.

From 1845, when this provision in regard to charters which contained no limitation was first adopted, down to 1865, the session acts every year will be found to be crowded with charters of private incorporations, for schools, colleges, bridges, roads, library associations, literary and scientific associations, benevolent and religious associations,...