Nichols v. Yandre

• Decision Date: 10 July 1942
• Citation: 9 So.2d 157,151 Fla. 87
• Parties: NICHOLS v. YANDRE et al.
• Court: Florida Supreme Court

9 So.2d 157

151 Fla. 87

NICHOLS v. YANDRE et al.

Florida Supreme Court

July 10, 1942

Appeal from Circuit Court, Orange County; Frank A. Smith judge.

G. P. Garrett, of Orlando, for appellant.

Maguire, Voorhis & Wells, of Orlando, for appellees.

J. Tom Watson Atty. Gen., and Lewis W. Petteway, Asst. Atty. Gen., amicus curiae.

THOMAS, Justice.

We are asked to review two separate judgments; one in favor of the defendants Asher Peter and Florida Park Cemetery Company and the other in favor of the defendant E. W. Yandre and A. N. Goodwin both entered upon demurrers to the amended declaration. The two sets of demurring defendants fall in slightly different categories as will be observed as we discuss the points in controversy.

The salient allegations of the amended declaration were that March 21, 1941 Asher Peter, president of Florida Park Cemetery Company, 'undertook for and on behalf of the said corporation to sell' the appellant thirty shares of stock and caused to be issued to her a certificate therefor. It is averred that the sale was ineffectual because at the time of the transfer of the stock and the subsequent approval by the directors of the corporation there had been no compliance with the Uniform Sale of Securities Act, Chapter 14899, Laws of Florida, Acts of 1931, as amended, and that until the ratification by the directors about five months later the president had no authority to make the sale. Appellant asserted that she rescinded the transaction and demanded the return of the purchase price of the stock before suit. Thus, at the outset, two matters are presented for determination, id est, the constitutionality of Section 16 of Chapter 14899, supra, and the sufficiency of the allegations to form a basis for proof that the defendants E. W. Yandre and A. N. Goodwin participated in the sale by voting as directors to ratify it about five months after the transfer so as to make them liable under the challenged section. The title to the act is so short and simple that we quote it in full: 'An act regulating the sale of securities and to make uniform the law relating thereto, and to repeal statutes which are inconsistent herewith.' Inasmuch as a reference to Section 16 is necessary to a decision of both of the above questions it is well to give now the substance of it. It provides that sales made in violation of its terms are voidable and that 'the person making such sale and every director, officer or agent of or for such seller, if such director, officer or agent shall have personally participated * * * in making such sale shall be jointly and severally liable to such purchaser * * * upon tender of the securities sold * * * for the full amount paid * * * together with all taxable court costs and reasonable attorney's fees * * *.' (Italics supplied).

The contention of the appellee is that the title which we have quoted in full was insufficient to serve notice of the section, excerpts of which we have given, and that the law violates Section 16 of Article III of the Constitution providing that an act 'shall embrace but one subject and matter properly connected therewith, which subject shall be briefly expressed in the title * * *.' The subject is the matter to which an act relates; the object, the purpose to be accomplished.

The court has offtimes passed upon the constitutionality of acts of the legislature challenged because the titles were too narrow and there is little use to attempt a review in any detail of these decisions because it is largely true that each of them has been based upon the particular phraseology of the law under consideration. The general purpose of the organic restriction to prevent deceit has, however, always predominated. Thus it has been said that the title need not be an index, Smith v. Chase, 91 Fla. 1044, 109 So. 94; nor refer to matter in the body germane to the expressed subject, In re DeWoody, 94 Fla. 96, 113 So. 677; but that it must not be misleading, Hiers v. Mitchell, 95 Fla. 345, 116 So. 81; or deceptive, Whitney v. Hillsborough County, 99 Fla. 628, 127 So. 486; but should disclose the subject, State v. Bethea, 61 Fla. 60, 55 So. 550; and be 'sufficient to put all interested persons on notice that would reasonably lead to inquiry as to the contents,' Smith v. Chase, supra [91 Fla. 1044, 109 So. 96].

We will refer to two cases which have some analogy to the instant one. In Smith v. Chase, supra, the court was considering Chapter 10233, Laws of Florida, Acts of 1925, and it was held that the title providing for the regulation of real estate brokers and salesmen was not sufficient to place a reader upon inquiry that it embodied provision for punishment of every one making false statements concerning land. In State v. Armstrong, 127 Fla. 170, 172 So. 861, the court held that Section 6 of Chapter 16386, Laws of Florida, Special Acts of 1933, providing for removal of city officials for failure to abide by the budget appropriations, was unconstitutional because it was not embraced in the title describing the act as one for the regulation and control of the levy and assessment of taxes and the regulation of the budget.

These are apparently the cases most nearly analogous to the one with which we are dealing but upon comparison they are readily distinguishable. One of them dealt with an act which, though purporting to regulate a particular business or profession, contained a provision for punishment of all violators, even though not members of that business or profession In the other there was considered a law containing provisions for the removal by the governor of a city official from that responsible position in the event of his failure to comply with it although it was designed, according to its title, to deal solely with the budget and taxation. In both instances it is easily seen how one relying upon the title would have been deceived as to the contents.

In the present case the subject matter was the regulation of the sale of securities. We think the verb 'regulate' embraces the fixing of limitations and restrictions and also the enforcement of them.

Obviously the statute, Chapter 14899, supra, was designed by the...