Logan v. Western & A. R. Co

• Decision Date: 13 July 1891
• Parties: Logan v. Western & A. R. Co.
• Court: Georgia Supreme Court

13 S.E. 516

87 Ga. 533

Logan

v.Western & A. R. Co.

Supreme Court of Georgia.

July 13, 1891.

Corporations—Expiration or Charter—Right or Legislature to Continue Charter in Force.

1. When not checked by contract, the legislature may vary by a special law any of the privileges, powers, rights, duties, or obligations of a particular corporation, except such as by an existing general law are common to all corporations; but provisions applicable alike to all must remain applicable to each until they are changed by a general law. Hence with section 1679 of the Code in full force, which declares that all corporations have the right to sue and be sued, to have and use a common seal, to make by-laws, to receive donations, to purchase and hold property necessary for the purpose of their organization, and to do all acts necessary for the legitimate execution of this purpose, the legislature cannot hinder the charter of a business corporation from expiring, and the corporation from being dissolved, by enacting a special law declaring that the charter be continued in force for the purpose of terminating suits and litigation pending against the corporation at the time of the expiration of its charter, and forbidding that the corporate existence should be construed as extended for any other purpose. A legal entity, with no right or power but that of defending itself against pending actions, is not a living corporation.

2. By an existing general law, (Code, § 1684,) every corporation is dissolved by expiration of its charter. As the constitution declares that laws general in their nature shall have uniform operation throughout the state, the Western & Atlantic Railroad Company was dissolved when its charter expired.

3. Existing general laws provide for enforcing the rights of creditors against corporations both before and after dissolution, and the constitution inhibits the enactment of any special law in a case provided for by an existing general law.

4. A writ of error pending in the supreme court against a corporation when its charter expires will be dismissed on motion.

(Syllabus by the Court.)

Error from superior court, Gordon county; Thomas W. Milner, Judge.

J. M. Neal, T. C. Milner, and Glenu & Maddox, for plaintiff in error.

O. N. Starr and M. J. McCamy, for defendant in error.

Simmons, J. When this case was called, a motion was made to dismiss it on the ground that the charter of the Western & Atlantic Railroad Company had expired on the 27th of December, 1890. The motion was resisted, because, it was said, the legislature had passed an act which was approved December 26, 1890, continuing the charter in force for the purpose of terminating suits and litigation pending against the corporation at the time of the...