Home Owners' Loan Corp. v. Caplan
| Decision Date | 06 October 1942 |
| Parties | HOME OWNERS' LOAN CORPORATION, RESPONDENT, v. ELEANOR R. CAPLAN, EPHRIM CAPLAN AND JAMES B. KILLIAN, APPELLANTS |
| Court | Missouri Court of Appeals |
Motion for Rehearing Overruled October 20, 1942.
Writ of Certiorari Denied by Supreme Court December 7, 1942.
Appeal from the Circuit Court of St. Louis County.--Hon. Julius R Nolte, Judge.
AFFIRMED.
Judgment affirmed.
Ephrim Caplan for appellants.
(1) (a) Plaintiff corporation, having been created by Act of Congress, is a corporation "incorporated under the laws of another State" as provided by the corporation laws of Missouri. Secs. 4596, 4599, R. S. Mo. 1929; Smith v Pacific Railway Co., 61 Mo. 17. (b) The provisions of the state laws respecting corporations incorporated under the laws of another State are applicable to plaintiff without being in conflict with any Act of Congress or of the powers delegated to the Federal Government. Federal Land Bank v Priddy, 295 U.S. 229, 231. (2) Plaintiff though created by Act of Congress, is a business corporation, to be treated like any other business corporation. Pennell v. HOLC, 21 F. Sup. 497-499; Herman v. HOLC, 200 A. 742-743; Central Market v. King, 272 N.W. 244, 246, 248; McAvoy v. Weber, 88 P.2d 448, 451-452. (3) In determining whether plaintiff shall be treated like any other business corporation, it is immaterial: (a) That all of its capital stock is owned by the Federal Government. United States v. Strang, 254 U.S. 491-494; In re Eastern Store, 274 F. 893, 899-902; The Lake Monroe, 250 U.S. 254, 255; Bank of United States v. Planters Bank, 9 Wheat 904. (b) or, that Congress created it to be a governmental instrumentality. United States v. Strang, supra; In re Eastern Store, supra; Federal Land Bank v. Priddy, supra; Kiefer v. Reconstruction Finance Co. et al., 306 U.S. 381, 388, 389; Federal Housing Adm. v. Burr, 84 L.Ed. 427, 429-432; United States v. Winkle Terra Cotta Co., 110 F.2d 919-921; Gould v. U. S. Shipping Board, 261 F. 716, 718. (4) (a) That fact that Congress created plaintiff to be a governmental instrumentality but as a separate corporate entity, and granted it no immunities from state corporate control, is assurance that Congress did not intend it to be free of state control. Reconstruction Finance Corp. v. Menihan Corp., 85 L.Ed. 548; Reagan v. Mercantile Trust Co., 154 U.S. 413, 416-417; Kiefer v. RFC, et al., supra, l. c. 389; Federal Housing Adm. v. Burr, 84 L.Ed. 427, 428, n8. (b) Plaintiff, though created by Act of Congress as a governmental instrumentality, partakes of no sovereign immunity from the corporation laws of this State. United States v. Winkle Terra Cotta Co., supra; Federal Housing Adm. v. Moore, 90 F.2d 32, 34; In re Miller, 105 F.2d 926, 928. (5) Congress having granted plaintiff exemptions only from certain specified taxation, such enumeration cannot be spread by construction to immunity from compliance with the foreign corporation laws of this State. State v. Christopher, 2 S.W.2d 621, 630; State v. Richman, 148 S.W.2d 796, 798; Reagan v. Mercantile Trust Co., supra, l. c. 417; Kiefer v. RFC, et al., supra, l. c. 389; McAvoy v. Weber, supra, l. c. 452. (6) Section 4599, R. S. Mo. 1929, expressly prohibiting the maintenance of a class of actions, such as plaintiff's suit, in any of the courts of this State, and prohibiting the maintenance of any such suit by this plaintiff because not a proper party, that creates a lack of jurisdiction in the court over the subject-matter. Ballew Lumber Co. v. Mo. P. Ry., 232 S.W. 1015, 1016; United Cemeteries Co. v. Strother, 119 S.W.2d 762, 765. (7) (a) Defendants' plea to the jurisdiction being adequately pleaded, it was the duty of the court to hear and to adjudicate upon the facts and the law, and the right of defendants to have a hearing and adjudication of those issues. State v. Missouri Compensation Comm., 113 S.W.2d 1034. (b) And the failure and refusal of the court to adjudicate those issues but sustaining plaintiff's motion to strike out that plea in contrary to the established rules of practice and procedure and law of the State. Tomlinson v. French Society, 109 S.W.2d 73, 78. (8) (a) The meaning of the words "incorporated under the laws of another State" as provided in Sections 4596 and 4599, R. S. Mo. 1929, being plain and of long standing, those words are not a proper subject of judicial interpretation. St. Louis Amusement Co. v. St. Louis County, 147 S.W.2d 667, 669. The statutes involved were enacted in 1891 (Laws 1891, p. 75) in the light of the controlling decision in Smith v. Pacific Railway, 61 Mo. 17, decided in 1875, holding that the words "corporation of another State" apply to a corporation created by Act of Congress, which has not since been challenged. It is not proper to now construe the words "corporation of another State" as not intending to include a corporation created by Congress. Span v. Jackson, 16 S.W.2d 190, 196, 197. The decision in Homan v. Connett, 152 S.W.2d 1053, is not enlightening, for under U. S. Code Title 28. Section 41 (16) the Federal Land Bank of St. Louis is a resident of this State. In Pittman v. HOLC, 308 U.S. 21, the corporate status of HOLC was not directly or indirectly considered. Such an instrumentality is "an entity separate from the United States." Sloan v. U. S. Fleet Corporation, 258 U.S. 549. Where such instrumentalities are separate corporate entities, any sovereign attributes or immunities by implication are strictly denied. Korman v. Federal Housing Adm., 113 F.2d 743; United States v. Brown, 41 F.Supp. 838. Having our own statutes since 1891, and the controlling Smith case, decisions cited from other States are immaterial. The Wisconsin, Washington and Oklahoma cases are distinguishable. In New York, prior to a change in the statute (Civil Practice Act, Sec. 7, subs. 7), it was repeatedly held that corporations created by act of Congress are foreign. Beckman v. Hague, 44 A.D. 146; Rosenbaum v. U. P. Ry., 100 N.Y. 617; Cook v. State National Bank, 50 Barb. 339; Bank v. Guest, 1 Abb. nc 292; United States v. Perkins, 163 U.S. 625, 627, 630.
Claud D. Hall for respondent.
(1) The Home Owners' Loan Corporation was properly and legally organized under an Act of Congress (Home Owners' Loan Act of 1933). United States ex rel. Fletcher v. Fahey et al., 121 F.2d 28 (appeal filed in the Supreme Court of the United States, June 30, 1941, Docket No. 226; certiorari denied Oct. 13, 1941), 62 S.Ct. 84. The Home Owners' Loan Corporation Act, June 13, 1933, Sections three (3) and four (4) thereof, provides: "That the Home Owners' Loan Corporation shall be an instrumentality of the United States which shall have authority to use and be sued in any competent Court of jurisdiction, Federal or State . . ." (2) The court will take judicial notice of public acts of Congress. Home Owners' Loan Corporation v. Robinson (Wis.), 285 N.W. 76; H. O. L. Corp. v. Gordon, 97 P. 845, 847 (App.Div. Sup. Ct.), 36 Cal.App. (2d) 189; Papin v. Rhine & Walker, 32 Mo. 21; Young et al. v. Boy Scouts of America, 9 Cal.App. (2d) 760, 51 P.2d 191. (3) The action of the court in striking out the first paragraph of defendants' plea and answer was not error, for the reasons: (a) Sections 4596, 4598 and 4599, R. S. Mo. 1929, relating to foreign corporations, are not applicable to the Home Owners' Loan Corporation. Home Owners' Loan Corp v. Sherwin, 52 Ohio App. 567, 18 N.E.2d 992; Same v. Welch, 59 Ohio App. 567, 18 N.E.2d 992; Bezat v. Home Owners' Loan Corp. (Ariz.), 98 P.2d 852; Commonwealth v. Texas & P. R. R. Co., 98 P. 90; Stewart v. Atlantic Natl. Bank, 27 F.2d 224, 228; Jeffries v. F. Land Bank of New Orleans, 238 Ala. 97, 98; Severson v. Home Owners' Loan Corp. (Okla.), 88 P.2d 344; Dodson v. Home Owners' Loan Corp. (Texas Civil App.), 123 S.W.2d 435; Carter v. Home Owners' Loan Corp. (Texas Civil App.), 123 S.W.2d 437; Homan v. Connett (Mo.), 152 S.W.2d 1053. (b) Home Owners' Loan Corporation, organized under an act of Congress (Acts of June 13, 1933) to do business as an instrumentality of the United States Governmet, was not subject to the provisions of sections 4596, 4598, 4599, 4936 and 4937, requiring certain corporations to maintain an office for service of process and to file articles of incorporation with the Secretary of State, and to obtain a license to do business in the State. Loverno v. H. O. L. Corp., 15 N.Y.S. (2d) 967; Pittman v. H. O. L. Corp, 308 U.S. 21, 60 S.Ct. 15, 84 L.Ed. 11. The Home Owners' Loan Corporation has been held in this jurisdiction to be an instrumentality of the United States Government. Dudley v. H. O. L. Corp (Mo. App.), 125 S.W. 95, 97; Huffman v. H. O. L. Corp., 30 F. Sup. 139; Hillis v. H. O. L. Corp. (Mo.), 154 S.W. 761. See, also: Swedock v. H. O. L. Corp., Court of Common Pleas, Ohio, Nov. 26, 1938; H. O. L. Corp. v. Barone, 298 N.Y.S. 531; H. O. L. Corp. v. Stookey (Idaho), 81 P.2d 1096; Adams v. H. O. L. Corp., 107 F.2d 139; Pittman v. H. O. L. Corp., 308 U.S. 21, 60 S.Ct. 15, 84 L.Ed. 11. (4) The lower court had jurisdiction of this case. The defendants were duly summoned and filed their "plea and answer." This suit is a civil suit of a class of which the circuit court had jurisdiction. Sec. 2436, R. S. Mo. 1929.
This is an action upon a redemption bond which was given by defendants in connection with a proceeding initiated by them in the Circuit Court of St. Louis County for the redemption of certain real estate sold at foreclosure under power of sale contained in a deed of trust upon the property, and bought in at such sale by Home Owners' Loan Corporation the owner and holder of the debt or obligation secured by the deed of...
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