Goodpaster v. U.S. Mortgage Bond Co.

CourtCourt of Appeals of Kentucky
Writing for the CourtTHOMAS, J.
Citation174 Ky. 284,192 S.W. 35
Decision Date27 February 1917
PartiesGOODPASTER, TREASURER OF COMMONWEALTH, v. UNITED STATES MORTGAGE BOND CO.

192 S.W. 35

174 Ky. 284

GOODPASTER, TREASURER OF COMMONWEALTH,
v.

UNITED STATES MORTGAGE BOND CO.

Court of Appeals of Kentucky.

February 27, 1917


Appeal from Circuit Court, Bourbon County.

Mandamus by the United States Mortgage Bond Company against Sherman Goodpaster, Treasurer of the Commonwealth. Decree for complainant, and defendant appeals. Reversed, with directions to dismiss the petition.

M. M. Logan, Atty. Gen., and Chas. H. Morris, Asst. Atty. Gen., for appellant.

Gibson & Crawford, of Louisville, for appellee.

THOMAS, J.

This appeal imposes upon us the duty of construing section 2223b of the Kentucky Statutes passed by the Legislature in 1902. The parts of the section more directly involved are found in subsections 1 and 8 of the section under consideration. The question arises in this way: The appellee (plaintiff), prior to September 2, 1916, was duly and regularly incorporated, having complied with all of the provisions of the law to effect its corporation, and on that day it amended its charter in compliance [192 S.W. 36] with the law, after which it applied to the appellant (defendant) as treasurer of the commonwealth for a license to do business as an investment company, which, under the provisions of the section of the statute, supra, it is required to obtain before it can engage in such business. In view of the fact that plaintiff by making the application thereby concedes that it intends to operate as an investment company such as the statute regulates, we will not investigate or determine that question, but will treat it as settled, for the purposes of this opinion, by plaintiff's action in this regard. Besides, when we look to the articles of incorporation, we find that plaintiff is therein authorized to do almost anything from the manufacturing of a pin to the moving of a mountain, which we think would include the conducting of the business to regulate which the statute was enacted.

At the time plaintiff applied to the defendant for the license, provided by the statute as a condition precedent to its doing business as an investment company, it presented to him a certified copy of its articles of incorporation and amendment thereto, together with a verified statement of its president, secretary, and treasurer, showing its assets and liabilities, and that it had no funds except what were derived from the sale of its capital stock; that it had not theretofore done any business except to solicit subscriptions for stock and to purchase some real estate in Jefferson county; that its capital stock was $50,000, $25,197.50 of which (more than one-half) had been paid, and all of it invested in the real estate mentioned, which constituted plaintiff's entire assets. At the same time it tendered to defendant a check for $100, being the fee for issuing the license. Defendant declined to grant the request to issue the license, whereupon and under protest plaintiff executed a deed to defendant, conveying to him an absolute title to its real estate, to be held by him as a deposit for the purpose contemplated by the statute, which deed defendant declined to accept and again refused to issue the license, and this suit was subsequently filed to obtain a mandatory order from the court requiring and directing him to do so. The petition alleged the recited facts, and a demurrer filed to it was overruled, following which order an answer was filed, to which a demurrer was sustained, and, defendant declining to plead further, the trial court granted the relief and directed the defendant to issue the license. To review that judgment the defendant brings the case here.

From what has been said it is easy to see that the plaintiff makes two contentions, they being: (1) That, under the language employed in subdivision 1 of the statute, it being a beginning company is not required to place with the treasurer any deposit at all; and (2) that, if it should be mistaken in this, under the provisions of subsection 8 of the section it may invest its entire capital, as well as surplus, in real estate, and that the execution of the deed to the treasurer fully complied with subsection 1, and that the court properly required him to issue the license.

The contention of the defendant is that, under the provisions of subsection 1 of the section, the plaintiff must deposit with him, as a condition precedent to obtaining the license, a fund equal to the total amount of its paid-up capital stock, provided same be as much as $15,000, but, if not that amount, the paid-up capital stock to be supplemented by an additional amount sufficient to make it $15,000. He further contends that the statute nowhere authorizes him to accept as the required deposit a deed to real estate, and because of these two contentions he insists that the court erred in requiring him to issue the license. Subsection 1 involved, in so far as relevant to the question presented, is as follows:

"Every corporation of the character generally known as investment companies, organized, or which may be hereafter organized under the laws of Kentucky, for the purpose of conducting the business of placing or selling certificates, bonds debentures, certificates of interest, or other investment securities of any kind, on the partial payment, installment or any other plan of payment, and providing for the redemption and retirement of same, or any part thereof, and every company, partnership, or association conducting such business in this state shall provide a reserve and redemption fund of not less than seventy-five per cent. of amount collected in premiums, for the benefit and protection of its investors, and so much of said fund as shall not be immediately distributed to investors shall be invested as hereinafter provided, and every such company corporation, partnership, association or individual now doing such business in this state within ninety days after the passage of this act, shall deposit with the state treasurer the total amount of its paid-up capital stock and if said paid-up capital stock shall not amount to fifteen thousand dollars, shall deposit in addition thereto enough of the reserve fund to make fifteen thousand dollars in cash."

Subsection 8 prescribes the property in which the reserve fund as well as the capital stock of such corporations may be...

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16 practice notes
  • Grieb, County Clerk v. Natl. Bank of Ky.'s Rec.
    • United States
    • United States State Supreme Court (Kentucky)
    • December 5, 1933
    ...150 Ky. 751, 150 S.W. 1008, Ann. Cas. 1914D, 563; Stanley v. Townsend, 170 Ky. 833, 186 S.W. 941; Goodpaster v. U.S. Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Miller v. Feather, 176 Ky. 268, 195 S.W. 449; Com. v. Barnett, 196 Ky. 731, 245 S.W. 874; Com. v. Kirk, 212 Ky. 646, 279 S.W. 109......
  • Norville v. State Tax Commission, 6082
    • United States
    • Supreme Court of Utah
    • January 10, 1940
    ...be supplied to effect a meaning clearly shown by other parts of the statute." See also, Goodpaster v. United States Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Southern Railroad v. Rowland, 152 Tenn. 243, 276 S.W. 638; and State v. Taylor, 90 Kan. 438, 133 P. 861. The case of Commonwealth ......
  • Gateway Const. Co. v. Wallbaum
    • United States
    • United States State Supreme Court (Kentucky)
    • February 9, 1962
    ...they are clear. City of Covington v. Cincinnati C. & R. R. Co., 144 Ky. 646, 139 S.W. 854; Goodpaster v. United States Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Western Kentucky Coal Company v. Nall & Bailey, 228 Ky. 76, 14 S.W.2d 400; City of Covington v. Sohio Petroleum Company, Ky., 2......
  • Clapp v. Sandidge
    • United States
    • Court of Appeals of Kentucky
    • September 24, 1929
    ...Frye's Gdn. v. Gamble Bros., 188 Ky. 283, 221 S.W. 870; Com. v. Ledman, 127 Ky. 603, 106 S.W. 247; Goodpaster v. U.S. Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35. The act of 1928 provides (section 3) that all laws of the commonwealth governing courts of continuous session shall govern the o......
  • Request a trial to view additional results
16 cases
  • Grieb, County Clerk v. Natl. Bank of Ky.'s Rec.
    • United States
    • United States State Supreme Court (Kentucky)
    • December 5, 1933
    ...150 Ky. 751, 150 S.W. 1008, Ann. Cas. 1914D, 563; Stanley v. Townsend, 170 Ky. 833, 186 S.W. 941; Goodpaster v. U.S. Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Miller v. Feather, 176 Ky. 268, 195 S.W. 449; Com. v. Barnett, 196 Ky. 731, 245 S.W. 874; Com. v. Kirk, 212 Ky. 646, 279 S.W. 109......
  • Norville v. State Tax Commission, 6082
    • United States
    • Supreme Court of Utah
    • January 10, 1940
    ...be supplied to effect a meaning clearly shown by other parts of the statute." See also, Goodpaster v. United States Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Southern Railroad v. Rowland, 152 Tenn. 243, 276 S.W. 638; and State v. Taylor, 90 Kan. 438, 133 P. 861. The case of Commonwealth ......
  • Gateway Const. Co. v. Wallbaum
    • United States
    • United States State Supreme Court (Kentucky)
    • February 9, 1962
    ...they are clear. City of Covington v. Cincinnati C. & R. R. Co., 144 Ky. 646, 139 S.W. 854; Goodpaster v. United States Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35; Western Kentucky Coal Company v. Nall & Bailey, 228 Ky. 76, 14 S.W.2d 400; City of Covington v. Sohio Petroleum Company, Ky., 2......
  • Clapp v. Sandidge
    • United States
    • Court of Appeals of Kentucky
    • September 24, 1929
    ...Frye's Gdn. v. Gamble Bros., 188 Ky. 283, 221 S.W. 870; Com. v. Ledman, 127 Ky. 603, 106 S.W. 247; Goodpaster v. U.S. Mortgage Bond Co., 174 Ky. 284, 192 S.W. 35. The act of 1928 provides (section 3) that all laws of the commonwealth governing courts of continuous session shall govern the o......
  • Request a trial to view additional results

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