State v. Blake

• Decision Date: 09 February 1912
• Citation: 144 S.W. 1094,241 Mo. 100
• Parties: STATE ex rel. ATLANTIC HORSE INS. CO. v. BLAKE.
• Court: Missouri Supreme Court

144 S.W. 1094

241 Mo. 100

STATE ex rel. ATLANTIC HORSE INS. CO. v. BLAKE.

Supreme Court of Missouri.

February 9, 1912.

Rehearing Denied March 1, 1912.

1. STATUTES (§ 135) — AMENDMENT — REPEAL — SECTION OF REVISION.

Rev. St. 1899, § 7957, requires foreign joint-stock insurance companies doing business in Missouri to have a capital of $200,000. By Act 1901, entitled, "An act to amend section 7957 of the Statutes of 1899, and to enact a new section in lieu thereof, to be known as section 7957" (Laws 1901, p. 189), the capital stock requirement was reduced to $100,000, the balance of the section being substantially re-enacted; but by Laws 1909, p. 602, the Legislature replaced the $200,000 capital requirement, the act being entitled "An act to amend sections 7877 and 7957 of chapter 119 of the Revised Statutes of Missouri for the year 1899, relating to insurance, by inserting in each of such sections a clause permitting the investment of funds in bonds issued by school districts of the state of Missouri." Held, that the Act of 1901 merely substituted other language for what had previously been section 7957 of the Revised Statutes of 1899, the substitute thereafter being section 7957, and was therefore properly referred to as such in the amendment of 1909, which was therefore valid under the rule that when a section of the statute is amended or displaced by a substituted act, and later an act is passed which in terms purports to amend the original section, referring to it by number, such last amendment applied to any intermediate amendment of or substitution for the original section; the intermediate amendment or substitute being regarded as if it had always been a part of, or in the place of, the original section.

2. CORPORATIONS (§ 636) — FOREIGN CORPORATIONS — RIGHTS IN FOREIGN STATE.

Since a corporation exists by right only within the state creating it, it being purely a creature of the law of that state which has no extraterritorial effect, it cannot, as a matter of right, migrate to another state, nor is any other state required to receive it within its borders, and, if it does so, it is entitled to prescribe such conditions as it may see fit, though the conditions are so onerous as to make it impossible for the applying corporation to comply therewith.

3. CONSTITUTIONAL LAW (§§ 48, 42) — VALIDITY — PRESUMPTION.

Laws of the Legislature are presumed to be valid, and, even if defective because violative of some provision of the state Constitution, are not void, though they may, in a proper case, be voidable on complaint by a party whose rights are impaired thereby.

4. CONSTITUTIONAL LAW (§ 42) — FOREIGN CORPORATIONS — DOING BUSINESS WITHIN STATE — INVALID LAW — RIGHT TO ATTACK.

A foreign insurance company seeking a license to do business in Missouri, but not having sufficient capital to comply with Sess. Laws 1909, p. 602 (Rev. St. 1909, § 7008), as amended by Laws 1911, p. 271, requiring such corporations to have a capital stock of $200,000, was not entitled to raise the question that such act was contrary to the state Constitution, and therefore invalid, in mandamus to compel the insurance commissioner to grant relator a permit to do business in the state without complying with such act.

5. CONSTITUTIONAL LAW (§ 207) — "CITIZEN" OF STATES — CORPORATIONS.

A foreign corporation is not a citizen within Const. U. S. art. 4, § 2, providing that the citizens of each state shall be entitled to all the privileges and immunities of the several states.

6. CONSTITUTIONAL LAW (§ 210) — EQUAL PROTECTION OF LAWS — "PERSON WITHIN JURISDICTION" — "PERSON."

A foreign corporation applying for admission to do business in a state, although a "person," is not within the jurisdiction of such state within Const. U. S. Amend. 14, forbidding a state to deny to any "person within its jurisdiction" the equal protection of its laws.

Woodson, J., dissenting.

In Banc. Mandamus by the State, on relation of the Atlantic Horse Insurance Company, against Frank Blake, Superintendent of the Insurance Department. Writ denied.

C. H. Brock, for relator. The Attorney General, for respondent.

FERRISS, J.

This is an original proceeding in which the relator, a foreign insurance company, seeks by mandamus to compel the respondent to issue to it a permit to do business in this state. The cause is submitted upon a demurrer to the petition. The relator is engaged in the business of live stock insurance, under charter from the state of Rhode Island, in which state it has its chief business office. On March 1, 1911, relator, having complied with all the laws of this state in that regard, save the statutory requirement of $200,000 capital, demanded from the respondent a permit to do business in the state. This permit was refused upon the sole ground that relator, having a capital of $110,000 only, failed to meet the requirement of section 7008, R. S. 1909 (Sess. Acts 1909, p. 603), as amended by the Act of 1911 (Sess. Acts 1911, p. 271), then in force, and which requires such a company as this to have a capital of $200,000 as a condition prerequisite to admission into this state. Relator in its petition asserts that it is entitled to a permit notwithstanding this statute, because the Act of 1901, which requires a capital of $100,000 only, has never been repealed or amended, and is still in force, and because the Act of 1909, if its effect is to amend said Act of 1901 (Laws 1901, p. 189), is violative of both the state and federal Constitutions, and therefore void. The respondent challenges the legal sufficiency of the petition. The case presents three questions: (1) Do the statutes, properly construed, require this corporation to have a capital of $200,000 as a condition of its admission? (2) Is the relator entitled to challenge the validity of the Act of 1909, now section 7008, R. S. 1909? (3) Is the Act of 1909 a valid law? Whether this last question shall be considered depends upon our answer to the second question.

I. Prior to 1901 the statute required such a foreign corporation as this to have a capital of $200,000. R. S. 1899, § 7957. In 1901 the Legislature, by the terms of an act entitled "An act to repeal section 7957 of article 6 of chapter 119 of the Revised Statutes of Missouri, 1899, and to enact a new section in lieu thereof to be known as section 7957, and to take the place of said section in said article 6 of said chapter 119, and relating to insurance," reduced the capital requirement to $100,000, but otherwise re-enacted substantially section 7957. So stood the law until 1909, when the Legislature amended section 7957, R. S. 1899, by a bill with this title: "An act to amend sections 7877 and 7957 of chapter 119 of the Revised Statutes of Missouri for the year 1899, relating to insurance, by inserting in each of said sections a clause permitting the investment of funds in bonds issued by school districts of the state of Missouri." In the body of the act appears a provision requiring a capital of $200,000, being similar in this regard to the original section in R. S. 1899 as it stood prior to the Act of 1901, which reduced the required capital to $100,000. The Act of 1909 also provides for the investment in school bonds, as indicated in the title. Relator claims that the original section 7957, R. S. 1899, had been repealed by the Act of 1901, and that consequently the Act of 1909, which purported to amend section 7957, R. S. 1899, and which did not refer to the Act of 1901, was inoperative, and left the Act of 1901 in full force; also, that by the same reasoning the amendatory Act of 1911 is likewise inoperative to affect the Act of 1901.

In our opinion the contention of relator in this regard is unsound. The Act of 1901, by its terms, took the place of section 7957, R. S. 1899, and became, after it took effect, to all intents and purposes, section 7957, R. S. 1899, and subsequent reference to said section applied to the said 1901 act. Consequently, when the Act of 1909 amended said section, such amendment referred to the Act of 1901, which had been substituted for said section 7957. The rule of law is that when a section of a statute is amended or displaced by a later substituted act, and still later an act is passed which in terms purports to amend the original section, referring to it by number, such last amendment applies to any intermediate amendment of, or substitution for, the original section; such intermediate amendment or substitute to be regarded as if it had always been a part of, or in place of, the original section. State v. Schenk, 142 S. W. 263, not yet officially reported; Kamerick v. Castleman, 21 Mo. App. 587; Blake v. Brackett, 47 Me. 28; Greer v. State, 22 Tex. 588; Rowen v. Ide, 107 Fed. 161, 46 C. C. A. 214; Endlich on Int. of Stat. § 294; McKibben v. Lester, 9 Ohio St. 627. In the last-named case the court said: "When one or more sections of a statute are amended by a new act, and the amendatory act contains the entire section or sections amended, and repeals the section or sections so amended, the section or sections as amended must be construed as though introduced into the place of the repealed section or sections in the original act."

II. The right of a foreign corporation, seeking admission into this state, to challenge the constitutionality of a Missouri statute which refuses such admission, is a question of first impression in this court. We have, in the case of State ex rel. v. Vandiver, 222 Mo. 206, 121 S. W. 45, permitted a foreign insurance company, doing business in this state under a permit, to question the validity of a condition subsequently imposed by the Legislature upon the granting of the annual renewal certificate. The reasons for that ruling are not discussed in the opinion of the court, but are set out in the dissenting opinion by Graves, J., concurring on this point, however, with the majority opinion.

The consideration of some general principles everywhere recognized...