Pac. Wool Growers v. Comm'r of Corps. & Taxation

• Decision Date: 05 February 1940
• Citation: 25 N.E.2d 208,305 Mass. 197
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: PACIFIC WOOL GROWERS v. COMMISSIONER OF CORPORATIONS & TAXATION.

305 Mass. 197

25 N.E.2d 208

PACIFIC WOOL GROWERS

v.COMMISSIONER OF CORPORATIONS & TAXATION.

Supreme Judicial Court of Massachusetts, Suffolk.

Feb. 5, 1940.

Exceptions from Supreme Judicial Court, Suffolk County.

Original proceeding by the Pacific Wool Growers, a corporation, for a writ of mandamus requiring the Commissioner of Corporations & Taxation to accept appointment as petitioner's attorney for service of process and to accept and file petitioner's charter, by-laws, and certain financial papers. A single justice ordered dismissal of the petition, and petitioner brings exceptions.

Exceptions sustained, and permptory writ granted.

Reuben Hall, of Boston, for petitioner-appellant.

P. A. Dever, Atty. Gen., and Roger Clapp, Asst. Atty. Gen., for respondent.

Roewer & Reel, of Boston, amicus curiae.

COX, Justice.

This is a petition for mandamus to require the respondent to accept appointment as attorney for service of process for the petitioner, and also to accept and file its charter, by-laws and certain financial papers, together with a filing fee under the provisions of G.L.(Ter.Ed.) c. 181. The petition was heard by a single justice upon the petition and answer, it being agreed that the facts set forth therein were true and that the sole question to be determined was whether the provisions of said c. 181 are applicable to the petitioner. The single justice ordered the petition dismissed, but not on any ground of discretion, and the petitioner excepted.

From the agreed facts, it appears that the petitioner is a “co-operative corporation' non profit making,' duly organized and existing under the laws of the State of Oregon, and that it is now in good standing as a subsisting corporation, with its principal place of business in Oregon and a usual place of business in this Commonwealth. The purposes for which the petitioner was organized were to engage in the purchase and sale of wool and mohair and their products, to market and handle the same, and to engage in any activity in connection with this work, or incidental thereto, and in the financing of said work. It is unnecessary to recite the facts as to the presentation for filing of the papers and documents referred to in sections 3, 5 and 6, and of the filing fee required by section 23 of said c. 181, inasmuch as it is not contended that the respondent is not required to comply with the statutory provisions, if they are applicable to the petitioner.

The guiding principles when a statute is to be construed were stated by Chief Justice Rugg in Commonwealth v. Welosky, 276 Mass. 398, at pages 401, 402, 177 N.E. 656, at page 658: ‘The words of a statute are the main source for the ascertainment of a legislative purpose. They are to be construed according to their natural import in common and approved usage. The imperfections of language to express intent often render necessary further inquiry. Statutes are to be interpreted, not alone according to their simple, literal or strict verbal meaning, but in connection with their development, their progression through the legislative body, the history of the times, prior legislation, contemporary customs and conditions and the system of positive law of which they are part, and in the light of the constitution and of the common law, to the end that they be held to cover the subjects presumably within the vision of the Legislature and, on the one hand, be not unduly constricted so as to exclude matters fairly within their scope, and, on the other hand, be not stretched by enlargement of signification to comprehend matters not within the principle and purview on which they were founded when originally framed and their words chosen. General expressions may be restrained by relevant circumstances showing a legislative intent that they be narrowed and used in a particular sense.’ The General Court has enacted, among other things, that in construing statutes, words and phrases shall be construed according to the common and approved usage of the language, unless to do so would involve a construction inconsistent with the manifest intent of the lawmaking body or repugnant to the context of the same statute. G.L. (Ter.Ed.) c. 4, § 6.

G.L.(Ter.Ed.) c. 181, § 1, provides that the words ‘Foreign corporation’ shall, except when otherwise specifically prescribed. mean a corporation, association or organization, except an insurance company or a corporation organized for a purpose for which domestic corporations can be organized under c. 180, which has been established, organized or chartered under laws other than those of the Commonwealth. Obviously, the petitioner is not an insurance company, and it is not contended that it is organized for a purpose for which domestic corporations can be organized under said c. 180. Section 3 of said c. 181, so far as material, provides in substance that ‘Every foreign corporation, which has a usual place of business in this commonwealth, * * * shall, before doing business in this commonwealth, in writing appoint the commissioner [of corporations and taxation] and his successor in office to be its true and lawful attorney upon whom all lawful processes in any action or proceeding against it may be served, and in such writing shall agree that any lawful process against it which is served on said attorney shall be of the same legal force and validity as if served on the corporation, and that the authority shall continue in force so long as any liability remains outstanding against the corporation in this commonwealth. * * *’ Section 5 of said c. 181 provides, so far as material, that ‘Every foreign corporation of the classes described in section three, before transacting business in this commonwealth, shall * * * file with the commissioner a copy of its charter, articles or certificate of incorporation * * * a true copy of its by-laws, and a certificate * * *’ setting forth, among other things, ‘the amount of its capital stock, authorized and issued, the number and per value of its shares, the amount paid in thereon to its treasurer, and, if any part of such payment has been made otherwise than in money, the details of such payment, so far as practicable, in accordance with section ten of chapter one hundred and fifty-six.’ Penalties are provided therein for the failure of every officer of such a corporation to comply with the requirements of said section, and section 12 of said c. 181 requires annual returns by every foreign corporation to the office of the Secretary of the Commonwealth, with an exception not here material, showing the amount of its authorized capital stock and its assets and liabilities. Section 6 of said c. 181 provides in substance, so far as material, that the commissioner of corporations ‘shall refuse to accept or file the charter, financial statement or other papers of, or accept appointment as attorney for service for, any such corporation which does a business in this commonwealth the transaction of which by domestic corporations is not then permitted by the laws of this commonwealth, or which has the same name as that of another corporation established under the laws of the commonwealth or of another corporation or of a firm, association or person carrying on business in the commonwealth, or a name so similar thereto as to be likely to be mistaken for it, unless such other corporation or such firm, association or person shall have previously filed with the commissioner * * * written consent to the use of such name.’ It is not contended that the petitioner comes within the provisions of said section 6. Other provisions of said c. 181 relate to the liability of a foreign corporation having property in this Commonwealth to be sued, the liability of officers and stockholders for its debts and contracts, and penalties for the neglect to file the certificate of condition required by said section 12.

The language of said section 1, defining a foreign corporation, taken literally, is broad enough to include the petitioner. The natural import of the language used leads to this conclusion, and the meaning does not have to be ‘stretched by enlargement of signification’ to reach this result. It is not contended that the petitioner is not engaged in a lawful business or that it is doing a business in this Commonwealth, the transaction of which by comestic corporations is not permitted by our laws.

The respondent contends, however, that an examination of prior legislation requires the conclusion that it was not the intention of the legislature to extend the application of said c. 181 to foreign corporations such as the petitioner. Prior to the enactment of the Revised Laws on November 21, 1901, various laws had been enacted requiring the appointment of attorneys by foreign corporations engaged in the insurance, express, mining, quarrying and oil businesses, construction work and by those dealing in bonds and mortgages. By St.1884, c. 330, apparently for the first time, it was provided in substance that every foreign corporation, except insurance companies, having a usual place of business in this Commonwealth should appoint the commissioner of corporations to be its attorney for the service of all lawful processes, and that before transacting business in this Commonwealth it should file a copy of its charter and a statement of the amount of its capital stock, and details of the payment of the same. R.L. c. 126, entitled ‘Of Foreign Corporations,’ provides in section 1 that ‘The term foreign corporation as used in this chapter shall mean a corporation, association or organization which has been established, organized or chartered under the laws of another state or of a foreign country.’ In 1897, in Fdwards v. Warren Linoline & Gasoline Works, 168 Mass. 564, 47 N.E. 502,38 L.R.A. 791, it was held that a partnership association formed under the laws of Pennsylvania was not a corporation and could not be sued here as such. St.1884, c. 330, hereinbefore referred to, was...