Scanlan v. Crawshaw

• Citation: 5 Mo.App. 337
• Parties: JAMES J. SCANLAN, Respondent, v. J. CRAWSHAW, Appellant.
• Decision Date: 26 February 1878
• Court: Missouri Court of Appeals

5 Mo.App. 337

JAMES J. SCANLAN, Respondent,

v.J. CRAWSHAW, Appellant.

St. Louis Court of Appeals, Missouri.

Feb. 26, 1878.

1. A charter, granted under a law which provides that, where no period is limited in its charter, every corporation shall have succession for twenty years, contained a provision that the corporation and its successors ““shall have perpetual succession.” Held, that no measure of duration is intended by the word “perpetual,” as thus used, but only unbroken continuity; and that, as no period was limited in the charter, the corporation ceased to exist at the expiration of twenty years.

2. An order of execution against a stockholder, under the provisions of the statute, is a nullity if the corporation had ceased to exist when the judgment against it was rendered.

APPEAL from St. Louis Circuit Court.

Reversed and dismissed.

LUCIEN EATON, for appellant.

BROADHEAD, OVERALL & BROADHEAD, for respondent.

LEWIS, P. J., delivered the opinion of the court.

By an act of the General Assembly, approved Feb. 12, 1853, the Masonic Hall Association was incorporated. An amendatory act was passed Nov. 14, 1857, containing nothing material to the subject of the present controversy. On June 8, 1876, the plaintiff obtained a judgment against the corporation, in the St. Louis Circuit Court, for $11,769.05. An execution having been returned nulla bona, the plaintiff proceeded in due form, under Wagner's Statutes, 291, sec. 13, to procure an order for execution against the appellant herein, as a stockholder in the corporation. On June 25, 1877, the court found, upon the issues joined, that the appellant was a stockholder to the extent of thirteen shares, at $20 each, fully paid, and ordered execution to issue against him for $260.

It is contended for appellant, that, when the judgment was rendered against the Masonic Hall Association, the corporation had ceased to exist. If this be true, the judgment was a nullity, and the subsequent proceedings were void.

When the charter was enacted, the general law of corporations provided thus: “Every corporation, as such, has power, first, to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years.” Rev. Stat. 1845, p. 231, sec. 1. From this it results that if no period was limited in the charter of the Masonic Hall Association, its corporate existence ceased at the expiration of twenty years from its creation, or on Feb. 12, 1873,--nearly three years before the rendition of the judgment.

The only provision in the charter which can determine its intended duration is the following:--

“Sec. 1. That John D. Daggett, * * * and their associates and successors in office, shall be, and they are hereby, created a body politic and corporate, by the name and style of the ‘Masonic Hall Association,’ with a capital stock of fifty thousand dollars, which may be increased, at the will of the stockholders, to any amount not exceeding two hundred thousand dollars, in shares of twenty dollars each; by which name they and their successors shall have perpetual succession, and are made capable in law and equity of acquiring and holding any and every kind of property whatever, for the purpose of building a masonic hall in the city of St. Louis, and the same to sell or otherwise dispose of; of contracting and being contracted with; of suing and being sued; of defending and being defended against in all courts and places whatsoever, in all manner of actions; and may have a common seal, and the same to alter or change at pleasure.”

The respondent here finds in the words “shall have perpetual succession” an exclusion of the twenty-year limitation in the general law. He holds that ““perpetual” is an equivalent of eternal; so that the succession (the corporate existence necessarily concurring) must run on forever. If his premises be correct, the conclusion is unavoidable. It would be vain to argue that in an eternal duration “no period is limited,” and that, therefore, the statutory limitation takes effect. For the answer would be that the charter manifestly intends to supersede any and every limit of time, however directed elsewhere. If it be said that an everlasting existence is repugnant to the will of the Legislature, as declared in repeated revisions of the General Statutes, the answer will be that the special must always prevail over the general law, which it repeals by implication.

The appellant claims, on the other hand, that by the term “perpetual succession” no measure of duration is intended, but only unbroken continuity, whether for a greater or less duration; that, therefore, no period is limited in the charter, and the twenty-year rule prevails.

As is usual in controversies of interpretation, the difference of opinion arises from a...