Ramsey v. Tod
| Decision Date | 23 June 1902 |
| Citation | 69 S.W. 133 |
| Parties | RAMSEY et al. v. TOD, Secretary of State. |
| Court | Texas Supreme Court |
Hill, Dabney & Carlton and Gregory & Batts, for relators. C. K. Bell, Atty. Gen., for respondent.
This is a petition for a writ of mandamus to compel the secretary of state to file a charter under articles 642, 643, and 644 of the Revised Statutes. The cause has been submitted for final determination upon demurrers to the petition. It is alleged in the petition, in substance, that the relators had prepared a charter in compliance with articles 643 and 644; that they had presented the same to the respondent with the request that he receive and record it in accordance with article 645. A copy of the alleged charter is made a part of the petition, and it appears therefrom that it designates two purposes of the proposed corporation: (1) "The purchase and sale of goods, wares and merchandise and agricultural and farm products"; and (2) "the accumulation and loan of money in carrying out said purpose." The sole ground upon which the demurrers are urged are that the proposed charter specifies two of the distinct purposes for which corporations may be formed, and that the statute permits an incorporation for one of such purposes only.
In considering the question so presented, a brief history of the statutes in question may be useful. At the adjourned session of the 12th legislature, in 1871, a bill was passed by both houses, and approved by the governor, which was intended to provide by a general law for the creation of private corporations for certain specified purposes. This bill, it seems, was a copy of the statute of the state of Kansas upon the same subject, and had no enacting clause. Acting upon the theory, as we presume, that the law was invalid for want of the enacting clause, the 13th legislature, for the purpose of giving validity to the act, passed a law amending the first section thereof by prefixing thereto such a clause; but did not expressly re-enact the subsequent sections. Again, the 14th legislature, in 1874, re-enacted the entire act, with some slight changes; one especially in relation to the amendments of charters. Section 4, which declared that corporations could be formed for certain purposes, and section 5, which designated the purposes, and section 6, which prescribed the requisites of the articles of incorporation, which were to constitute the charter, were re-enacted without change. The act of 1874 was incorporated in the Revised Statutes of 1879 without material amendment, so far as the question before us is concerned. Sections 4 and 5 of the act appear in the revision as articles 565 and 566, and section 6 as a part of article 567. Article 566 has been frequently amended, and, with its amendments, appears in the Revised Statutes of 1895 as article 642. Articles 565 and 567 have never been amended, and are now articles 641 and 643 of the Revised Statutes now in force. The amendments to article 566 of the Revised Statutes of 1879 have been mainly by way of adding specifications of additional purposes for which corporations may be formed; so that the original specifications, 27 in number, have been swelled to 54 in the Revised Statutes of 1895. Since the original sections 4 and 6 have never been changed, and since section 5 has been amended only as to the subdivisions which specify the objects for which corporations are permitted to be created, we think that, in order to determine whether a corporation may be formed for more than one of the designated purposes, we should go back to the original act. Our reason for this conclusion is that, if the intent of the original law was to permit an incorporation for one of the specified purposes only, and a subsequent legislature had desired to change the law in so important particular, and to permit an incorporation for two of the purposes, they would have expressed their intention in clear language, and not have left it to be implied by questionable inferences. The following are the sections of the original law which bear upon the question:
Considering these provisions together, we are of the opinion that it was the intention of the legislature to authorize a corporation to be formed for any one or more of the purposes as specified in any one of the subdivisions, and not for two or more purposes as designated in two...
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...erroneous departmental construction thereof. This principle is well illustrated in the case of Ramsey et al. v. Tod, Secretary of State, 95 Tex. 614, 626, 69 S.W. 133, 136, 93 Am.St.Rep. 875. It "It is alleged in the petition, in effect, and it is, of course, admitted by the demurrer, that ......
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...interested in such contract so as to obviate any question of estoppel as against appellee. He urges, as cited in Ramsey v. Tod, 95 Tex. 614, 69 S. W. 133, 93 Am. St. Rep. 875, opinion by Chief Justice Gaines of the Supreme Court, that it has been settled once and for all that a legal corpor......
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...in one subdivision of the statute a corporation may be formed for any one or more of the purposes so specified. Ramsey v. Tod, 95 Tex. 614, 69 S. W. 133, 93 Am. St. Rep. 875. The purposes for which appellee corporation was formed, as expressed in its charter, are all included in subdivision......