Power v. Calvert Mortgage Co.

• Decision Date: 11 December 1916
• Docket Number: 19249
• Court: Mississippi Supreme Court
• Parties: POWER, SECRETARY OF STATE v. CALVERT MORTGAGE CO

73 So. 51

112 Miss. 319

POWER, SECRETARY OF STATE v. CALVERT MORTGAGE CO

No. 19249

Supreme Court of Mississippi

December 11, 1916

APPEAL from the chancery court of Hinds county, HON. O. B. TAYLOR Chancellor.

Suit by the Calvert Mortgage Company against Joseph W. Power secretary of state. From a judgment for plaintiff, defendant appeals.

Appellee is a foreign corporation under the laws of Maryland, engaged in the business of lending money and securing same by mortgages within the state of Mississippi. In coming into the state it complied with the provisions of section 935, Code of 1906. While it was lawfully doing business in Mississippi the legislature passed an act amending section 935 of the Code the amendatory act being chapter 92, Laws of 1916, approved April 6, 1916, effective from and after its passage. Demand was made upon appellee to refile its charter and pay the fees prescribed by the new act of 1916 aforesaid, and the appellee thereupon paid the fees under protest and brought this suit in the chancery court of Hinds county to recover the amount of the fees alleged to have been unlawfully demanded of it. The material portions of this statute were first enacted by the legislature in 1900, and thereafter were carried forward into the Code of 1906 as section 935. It is the contention of the secretary of state that the words "now or hereafter doing business in this state" requires a refiling and recordation of the charters of all foreign corporations doing business in the state at the time chapter 92, Laws of 1916 was approved. Appellee was permitted to recover in the court below, and from this decree appellant, the secretary of state, appeals.

The constitutionality of chapter 92 is attacked in the bill of complaint, but the disposition made of the case renders it unnecessary to set out all of the averments of the bill and all the points relied upon by appellee.

Affirmed.

George H. Ethridge, Assistant Attorney-General, for appellant.

Watkins & Watkins and Green & Green, for appellee.

OPINION

STEVENS, J.

In our judgment, the legislature did not intend for the amendatory act of 1916 to apply to corporations which had already complied with the law, and were thereby lawfully doing business in our state. The act does not by its express terms require a refiling of any charter and the words "now or hereafter doing business in this state" should be interpreted to embrace foreign corporations in fact doing business in this state without having filed their charters and paid the fees required by section 935 of the Code, and also those corporations which should thereafter apply for admission into our state. The passage of chapter 92, Laws of 1916, repealed section 935 of the Code, and any demand thereafter made by the secretary of state is necessarily based upon the new act. To hold that this section requires corporations...