State ex rel. Nagle v. Leader Co.

• Decision Date: 19 October 1934
• Docket Number: 7362.
• Parties: STATE ex rel. NAGLE, Atty. Gen., v. LEADER CO. et al.
• Court: Montana Supreme Court

37 P.2d 561

97 Mont. 586

STATE ex rel. NAGLE, Atty. Gen., v. LEADER CO. et al.

No. 7362.

Supreme Court of Montana

October 19, 1934

Original application for a writ of quo warranto by the State of Montana, on the relation of Raymond T. Nagle, Attorney General of the State of Montana, against the Leader Company and others.

Quo warranto proceeding dismissed.

Raymond T. Nagle, Atty. Gen., and Oscar A. Provost, Sp. Asst. Atty Gen., for plaintiff.

Freeman Thelen & Freeman and Cooper, Stephenson & Hoover, all of Great Falls, for defendants.

MATTHEWS Justice.

Original application for writ of quo warranto, by the state of Montana, on relation of Raymond T. Nagle, Attorney General against the Leader Company, a corporation, and others.

On July 19, 1893, the Leader Company was duly incorporated and thereafter legally existed for a term of twenty years, at the end of which period its term of existence was duly and legally extended for a like term, expiring July 18, 1933.

The Twenty-Second Legislative Assembly provided that section 5916, Revised Codes 1921, should be, and is, amended to read, in part, as follows: "When the term of years for which any corporation organized under the laws of the Territory or State of Montana was incorporated, or its extended term of corporate existence, has expired, or is about to expire, *** it may elect to have its term of incorporation extended and continued the same as if originally incorporated." The act provides the steps to be taken in order to thus extend corporate existence. Chapter 7, Laws of 1931.

In July, 1933, the Leader Company duly complied with all the requirements of the above chapter, and secured from the Secretary of State his certificate, under date of July 17, 1933, to that effect, which compliance, under the provisions of the law, extended the corporate existence of the company for a term of forty years.

On September 15, 1934, the consent of this court being first had, the Attorney General filed herein a complaint in a statutory action in quo warranto, setting up the facts and challenging the legal existence of the corporation and the exercise of corporate powers and functions by its officers, on the ground that chapter 7 of the Session Laws of 1931, "as an amendment of said section 5916, or otherwise, or at all, is unconstitutional and void, and of no force and effect." The defendants joined issue on the questions of law thus presented, by answer; briefs were filed and the matter fully presented for determination, on September 28, 1934.

The first question raised is "whether the title of chapter 7, Laws of 1931, amending section 5916 of the Revised Codes of 1921, is misleading or otherwise violates the provisions of section 23, of article 5 of the Constitution of the State of Montana." Hereunder it is argued that the framers of the act misconstrued section 5916 to apply to corporations seeking to extend their corporate existence, and because thereof, under pretext of amending the section, "introduced a subject entirely foreign to the subject matter of that section."

Section 5916 was originally enacted as section 400 of the Civil Code of 1895, where it appears without a title; subsequent codifiers have given to it the title, "How corporations may continue their existence under this code." This section provides: "Any corporation formed under the laws of the territory or state of Montana, *** and still existing, may, at any time within the period limited for its duration, elect to continue its existence under the provisions of this code applicable thereto." It then prescribes the procedure for extension much the same as that prescribed in chapter 7, above.

The title to chapter 7 is: "An Act Amending Section 5916 of the Revised Codes of Montana, 1921, so as to Authorize Unliquidated Corporations whose Terms of Corporate Existence have Expired, or may Hereafter Expire, to Extend their Corporate Existence. ***"

Section 23 of article 5 of our Constitution declares that: "No bill, except general appropriation bills, and bills for the codification and general revision of the laws, shall be passed containing more than one subject, which shall be clearly expressed in its title; but if any subject shall be embraced in any act which shall not be expressed in the title, such act shall be void only as to so much thereof as shall not be so expressed."

The act (chapter 7, above) clearly contains but one subject--the life of corporations--to which the procedure outlined for accomplishing the purpose is incidental; all parts of the act have a natural connection and reasonably relate to the legitimate subject of the legislation, and, consequently, the act does not offend against the constitutional prohibition in this respect. Arps v. State Highway Commission, 90 Mont. 152, 300 P. 549; State ex rel. Boone v. Tullock, 72 Mont. 482, 234 P. 277; Evers v. Hudson, 36 Mont. 135, 92 P. 462; Merchants' National Bank v. Dawson County, 93 Mont. 310, 19 P.2d 892.

While the act deals with two classes of corporations--those whose term has expired, and those whose term will shortly expire--the sole subject thereof is as above stated. The power of the Legislature to provide for the extension of the term of the one, or the revival of the other, is not, and cannot be, questioned. Such authority exists. Merges v. Altenbrand, 45 Mont. 355, 123 P. 21; 1 Fletcher on Corporations, § 414.

Comparing the provisions of the act with the declarations of the title, it is apparent that the subject of the bill was "clearly expressed in its title." The only discrepancy between the title and the act is that the former refers to corporations whose terms have expired "or may hereafter expire," while in the act the phrase employed is "about to expire." The phrase used in the title may be somewhat broader than that in the act, but, if so, the constitutionality of the act is not affected. State v. Anaconda Copper-Mining Co., 23 Mont. 498, 59 P. 854.

The principal shafts launched against this act do not come within the letter of the constitutional inhibition invoked; they are that chapter 7 in fact repeals the above-quoted provisions of section 5916, which it assumes to amend, and merely retains the provisions respecting the method of procedure for extending the term of such a corporation as is mentioned in the section, and that, as section 5916 dealt only with bringing those corporations which were created before 1895 under the Code provisions, the subject of the amendment is not germane to the subject of the section it seeks to amend.

In construing an act amendatory of a statutory provision, it is undoubtedly the rule that, when the Legislature declares an existing statute to be amended "to read as follows," as was done here, that body evinces the intention to make the new act a substitute for the amended statute, exclusively; only those portions of the old law repeated in the new are retained, and all portions omitted are repealed. State ex rel. Paige v. District Court, 54 Mont. 332, 169 P. 1180; State ex rel. Foot v. Burr, 73 Mont. 586, 238 P. 585; Hale v. Belgrade Co., 74 Mont. 308, 240 P. 371.

Here, the Legislature merely deleted that portion of the law which had become a dead letter by reason of the fact that all corporations organized before the adoption of the Codes of 1895, which had not brought themselves within the Code provisions, had long since passed out of existence, and made the law applicable to all corporations existing under the state law. Chapter 7 still contains the substance of the provisions of section 5916 and enlarges the scope of the section, and the amended section, read in connection with its companion, section 5917, leaves no doubt in the mind but that its purposes include continuing corporate existence under the provisions of part 4, division 1 of the Civil Code of 1895. The amended act must be held valid, unless it violates the elementary rule that "if the amendatory act is not germane to the subject-matter of the act to be amended, then it is not of any effect whatever as an amendment." Dolenty v. Broadwater County, 45 Mont. 261, 122 P. 919, 921.

"Germane" means "in close relationship; appropriate; relevant; pertinent." The question as to what is germane to a subject is one of fact, rather than law, and there can be no clear line of demarcation between those matters which fall within, and those which fall without, the inhibition of the constitutional provision. Hale v. Belgrade Co., supra.

The general subject of section 5916 is corporate existence under the laws of Montana; specifically it was enacted to bring corporations, organized before the new law was passed, within its provisions.

An "amendment" is a legislative act designed to change some prior and existing law by adding to or taking from it some particular provision. In re Haines, 68 Cal.App. 522, 229 P. 984.

Chapter 7, Laws of 1931, relates to the subject of section 5916, and adds thereto the provisions for extending the term of existing corporations, whether organized before or after the codification of 1895. This added matter is in close relationship to the subject-matter of the existing law; it is relevant and pertinent to the subject-matter of that law, and would have been an appropriate addition to section 5916 at the time it was enacted. The amendatory act is, therefore "germane" to the subject-matter...