In re Co-Operative Law Co.

• Court: New York Court of Appeals
• Writing for the Court: VANN
• Citation: 92 N.E. 15,198 N.Y. 479
• Decision Date: 17 May 1910
• Parties: In re CO-OPERATIVE LAW CO.

198 N.Y. 479
92 N.E. 15

In re CO-OPERATIVE LAW CO.

Court of Appeals of New York.

May 17, 1910.

Appeal from Supreme Court, Appellate Division, Second Department.

Application by the Co-operative Law Company for approval by the Appellate Division of the Supreme Court of the existence of the corporation and the continuance of its business for the purposes mentioned in its certificate of incorporation. From an order of the Appellate Division of the Supreme Court, Second Department (120 N. Y. Supp. 1120), vacating a certificate of approval previously granted by it under Laws 1909, c. 483, the applicant appeals. Affirmed.

[198 N.Y. 480]Darwin J. Meserole, for appellant.

Edward A. Freshman and Walter Shaw Brewster, for respondent Charles J. McDermott.

[198 N.Y. 481]Edward R. O'Malley, Atty. Gen. (Edward H. Letchworth, of counsel), for the State of New York.

VANN, J.

On the 23d of November, 1901, the Co-operative Law Company, the appellant in this proceeding, claims to have been lawfully organized unler the business corporations law (Consol. Laws, c. 4), with power to carry on the business of practicing law. Its objects as stated in the certificate of incorporation are ‘to furnish to its subscribers legal advice and service; to operate in connection with the above a department of law and collections for the use and benefit of the subscribers of the company only, and to accomplish these objects said company proposes to employ and maintain a staff of competent attorneys and counselors at law to give such advice; and to prosecute or defend, through such counsel, any claim or suit entrusted to its care by subscribers.’ Its original capital was $500, which was subsequently increased to $25,000. As it states under the oath of its president: ‘The company transacts through its staff of attorneys and counselors at law a general law business, including the prosecution and defense of suits; incorporation of business enterprises; drawing of contracts, leases and agreements, drawing and probating of wills, management of estates, etc. The company's legal staff and general counsel are selected by the board of directors, and all matters of general policy including the general schedule of fees for legal services, are under the direct supervision and control of the directors.’

By chapter 483 of the Laws of 1909 it was made unlawful for any corporation to practice law, to render or furnish legal services or advice, to furnish attorneys or counselors for that purpose, or to advertise for or solicit legal business. Penal Law, § 280. Violation of the statute by a corporation or its officers was made a misdemeanor. The last sentence of the [198 N.Y. 482]section is as follows: ‘This section shall not apply to any corporation lawfully engaged in a business authorized by the provisions of any existing statute, nor to a corporation lawfully engaged in the examination and insuring of titles to real property, nor shall it prohibit a corporation from employing an attorney or attorneys in and about its own immediate affairs or in any litigation to which it is or may be a party, nor shall it apply to organizations organized for benevolent or charitable purposes, or for the purpose

[92 N.E. 16]

of assisting persons without means in the pursuit of any civil remedy, whose existence, organization or incorporation may be approved by the Appellate Division of the Supreme Court of the department in which the principal office of said corporation may be located.’ Although the statute did not take effect until the 1st of September, 1909, still in June of that year the Co-operative Law Company applied ex parte to the Appellate Division of the Second Department ‘for an order pursuant to Chapter 483 of the Laws of 1909 approving the existence of your petitioner and the continuance of its business for the purposes mentioned in...