Nichols & Shepherd Co. v. Loyd

• Decision Date: 26 September 1903
• Court: Tennessee Supreme Court
• Parties: NICHOLS & SHEPHERD CO. v. LOYD.

76 S.W. 911

NICHOLS & SHEPHERD CO. v. LOYD.

Supreme Court of Tennessee.

September 26, 1903.

Appeal from Chancery Court, Washington County; Hal H. Haynes, Chancellor.

Suit between the Nichols & Shepherd Company and Madison Loyd. From a decree for the latter, the former appeals. Affirmed.

Deaderick & Epps, for appellant. Newton Hacker and Kirkpatrick, Williams & Bowman, for appellee.

NEIL, J.

The questions to be determined in this case arise upon chapter 81, p. 123, Acts 1895.

This act reads as follows:

"An act to amend sections 2, 3 and 4 of an act passed March the 21st, 1891, being chapter 122 of said Acts, and providing for the authentication of copies of charters to be filed with the Secretary of State, registering abstracts of same in the register's office in each county in which the company desires, or proposes to carry on business.

"Section 1. Be it enacted by the General Assembly of the state of Tennessee, that section 2 of an act passed March the 21st, 1891, being chapter 122 of said Acts, be so amended as to read as follows: That each and every corporation created or organized under, or by virtue of, any government other than that of the state, for any purpose whatever, desiring to own property, or carry on business in this state of any kind or character, shall first file, in the office of the Secretary of State, a copy of its charter. It shall be sufficient to authenticate such copies so filed by the certificate of the secretary, or secretaries of such corporations, and by attaching thereto the corporate seal.

"Sec. 2. Be it further enacted, that section 3 of said act, passed March 21, 1891, be so amended as to read as follows: That it shall be unlawful for any foreign corporation to do business, or attempt to do business, in this state without first having complied with the provisions of this act, and a violation of this statute shall subject the offender to a fine of not less than $100.00, nor more than $500.00, in the discretion of the jury trying the case.

"Sec. 3. Be it further enacted, that section 4, of said act, passed March 21st, 1891, be so amended as to read as follows: That when a corporation has complied with the provisions of this act, said corporation may then sue and be sued in the courts of this state as fully as if it were created under the laws of the state of Tennessee; provided, that this act shall not affect any contracts or remedy heretofore made by foreign corporations not having complied with the existing laws on the subject.

"Sec. 4. Be it further enacted, that all laws and parts of laws in conflict with the provisions of this act be and are hereby repealed.

"Sec. 5. Be it further enacted, that this take effect from and after its passage, the public welfare requiring it.

"Passed April 27th, 1895."

The first objection made is that the caption of this act is defective, in that it contains matter not legislated on in the body of the act itself. This is not a sound objection. A caption may be broader than the act, without making the latter defective. The objection refers to the last clause of the caption, "registering abstracts of same in the register's office in each county in which the company desires or proposes to carry on business."

The clause referred to, as it stands, is ambiguous, and does not, indeed, make good sense, and as such it may be rejected as surplusage. We think, however, that by oversight the words, "and doing away with the," were left out. With these words inserted before the word "registering," the clause quoted would make sense. On either view the caption is not defective. These words, if necessary, would be supplied by intendment, being, as they are, perfectly obvious.

It is next insisted that in 1901 this court enforced Acts 1891, p. 264, c. 122, in the case of Harris v. Water & Light Co., 108 Tenn. 245, 67 S. W. 811. In respect of this case it is sufficient to say that it does not...