Southern Hide Co., Inc. v. Best

• Decision Date: 28 November 1932
• Docket Number: 31307
• Citation: 176 La. 347,145 So. 682
• Court: Louisiana Supreme Court
• Parties: SOUTHERN HIDE CO., Inc., v. BEST et al

145 So. 682

176 La. 347

SOUTHERN HIDE CO., Inc., v. BEST et al

No. 31307

Supreme Court of Louisiana

November 28, 1932

Rehearing Denied January 3, 1933

Appeal from First Judicial District Court, Parish of Caddo; T. F Bell, Judge.

Suit by the Southern Hide Company, Incorporated, against Mrs. Ruby L Best and others. From the judgment dismissing the suit plaintiff appeals.

Reversed, rendered in part, and remanded.

Crain & Johnston and Jackson & Smith, all of Shreveport, for appellant.

Joseph H. Levy, of Shreveport, for appellees.

OPINION

OVERTON, J.

Mrs. Ruby L. Best, individually, and as tutrix, and the succession of W. C. Best are minority stockholders of the Southern Hide Company, Inc. As such they filed a petition, praying that a receiver be appointed to take charge of the affairs of that company. The company, in order to protect itself, appeared and demanded, under Act No. 117 of 1916, that Mrs. Best and her coplaintiffs furnish a bond to reimburse it for its costs, attorney's fees, and disbursements, should the demand for a receiver be rejected. The court granted the demand for bond, and two bonds, aggregating $ 2,500, were furnished by Mrs. Best and her coplaintiffs pursuant to the orders of court. The demand for the appointment of a receiver, in due course, was tried and rejected, and, upon appeal to this court, the judgment of the district court was affirmed. Best v. Southern Hide Company, 170 La. 997, 129 So. 614.

Shortly after the affirmance of the judgment of the district court, rejecting the demand for the appointment of a receiver, the Southern Hide Company, Inc., instituted the present suit to recover its attorney's fees, and other expenses, consisting of auditor's fees, expenses to New Orleans to argue the case before this court, and the costs of printing the briefs, aggregating $ 2,272.65, incurred in defending the suit, together with legal interest thereon and 10 per cent. attorney's fees. The suit is instituted on the bonds against the principals and the surety.

The defendants in the case appeared and pleaded the unconstitutionality of Act No. 117 of 1916, amending and re-enacting section 2 of Act No. 159 of 1898 on the ground that the new matter incorporated in the act of 1898 by it is not indicated in the title of the amendatory act. This plea was sustained by the trial court, and the bonds, upon which the suit rests, were accordingly declared null and void, and plaintiff's suit dismissed.

The appointment of receivers in this state is governed by Act No. 159 of 1898, as amended by Act No. 199 of 1914, by Act No. 117 of 1916, and by Act No. 7 of 1926. The title of the original act, that is, Act No. 159 of 1898, is: "An Act To authorize and regulate the practice of appointing receivers of corporations under Article 109 and 133 of the Constitution."

Since Act No. 117 of 1916 purports to amend and re-enact section 2 of Act No. 159 of 1898, it is necessary to ascertain what section 2 thereof contained before it was amended and re-enacted, in order to determine what new matter, and its nature, was inserted by the act of 1916 in it. Section 2 of the act of 1898, when adopted, read as follows:

"That application for appointment of a receiver shall be made by petition addressed to the district court of the domicile of the corporation, and if a foreign corporation, at its designated domicile if it has one, or if it has not designated a domicile then where any of its property is situated. Such petition shall be verified by the affidavit of the plaintiff or plaintiffs, or any of them, or by his or their attorney-at-law, or in fact, in case such plaintiff or plaintiffs are absent from the State, the court shall cause a copy of the petition together with an order to be served on the corporation requiring it to show cause on a day fixed (not less than 10 days from the date of such order, unless circumstances shown require in the judgment of the court a shorter delay) and such application shall be heard and determined by the court in a summary manner in term time or vacation, and without the intervention of a jury."

The title of Act No. 117 of 1916 is: "An Act To amend and re-enact Section two of Act No. 159 of the General Assembly of 1898, being an act to authorize and regulate the practice of appointing receivers of corporations under Articles 109 and 133 of the Constitution of Louisiana."

The first part of section 2 of Act No. 117 of 1916 (page 253) is identical, in words and substance, with section 2 of the original act, which it purports to amend and re-enact, quoted supra. Immediately following the words of the original section 2, provisions, which constitute new matter, are inserted to the effect that whenever a stockholder petitions for the appointment of a receiver, under the provisions of paragraphs 1, 2, 3, and 11 of section 1 of the act of 1898, and the court appoints, at the instance of the stockholder, a receiver on any of the grounds stated in those paragraphs, the court shall make a reasonable allowance to the attorneys employed by the stockholder to secure the receivership, the allowance thus made to be taxed as costs and paid out of the corporate assets, and to be reimbursed to the corporation eventually by the stockholders whose acts were responsible for the appointment of a receiver, and also an allowance in behalf of the stockholder, securing the appointment of a receiver, of all of his other legitimate costs and disbursements, incident to the proceedings, to be paid out of the corporate assets, and to be reimbursed, in due course, to the corporation by the stockholders whose acts, under the aforesaid paragraphs, caused the appointment of a receiver. Following these provisions, there appears, without other insertion, the following new matter, which is particularly pertinent to the present case, to wit:

"Provided, that if the minority stockholder or stockholders shall unsuccessfully prosecute their cause for the appointment of a receiver, he or they shall not only be condemned to pay the cost of the proceedings, but shall be further condemned to pay reasonable counsel fees, and other reasonable expenses to the corporation or the stockholders on whose action, joint or several, the complaining stockholder bases his claim for relief, and those made the defendants in the cause for the appointment of a Receiver, may demand a reasonable bond to protect them for their costs, attorney's fees and disbursements."

The act of 1916 was adopted under the Constitution of 1913. Article 31 of that Constitution, as did the same numbered article in the Constitution of 1898, provided that: "Every law enacted by the General Assembly shall embrace but one object, and that shall be expressed in its title."

It is not the purpose of this article to require that the title be an index to the contents of the act, or that every end and means convenient or necessary for the accomplishment of the general object of the act be set out at length in the title, but it is deemed sufficient, under the article, that the act contain but one object and that the object be fairly stated, although it be expressed in general terms, in the title of the act. All things proper or necessary to carry out the general object, so stated in the title, are deemed to be within the scope of the title. Thornhill v. Wear, 131 La. 479, 59 So. 909; State v. Hincy, 130 La. 620, 58 So. 411; Succession of Lanzetti, 9 La.Ann. 329.

Under these authorities -- and others might be cited to...