State v. Nichols

• Decision Date: 14 April 1905
• Citation: 38 Wash. 309,80 P. 462
• Court: Washington Supreme Court
• Parties: STATE ex rel. OSBORNE, TREMPER & CO. v. NICHOLS, Secretary of State.

80 P. 462

38 Wash. 309

STATE ex rel. OSBORNE, TREMPER & CO. v. NICHOLS, Secretary of State.

Supreme Court of Washington

April 14, 1905

Original application for mandamus by the state, on relation of Osborne, Tremper & Company, now changing its name to Seattle Trust & Title Company, against Sam H. Nichols, as Secretary of State, to require the latter to file a certificate of amendment of its corporate name. Denied.

Shank & Smith, for plaintiff.

John D Atkinson and A. J. Falknor, for respondent.

RUDKIN J.

Original application for a writ of mandamus. The relator was incorporated under the general laws of the state of Washington on the 12th day of January, 1892, under the corporate name of 'Osborne, Tremper & Co., Inc.' The objects of the corporation were to do a general abstracting title insurance, and trust company business. Prior to the 20th day of March, 1905, the petitioner had taken all necessary steps to amend its articles of incorporation changing its corporate name to Seattle Trust & Title Company and on said date a certificate, in due form, amending the original articles, was presented to the respondent, as Secretary of State, accompanied by the necessary fees, and a request that the same be filed. The respondent refused to file the certificate of amendment upon the sole ground that the change of the name of the corporation so as to include and use the word 'trust,' as a part thereof, was in violation of the act of March 17, 1903 entitled 'An act providing for the incorporation of trust companies, and defining their powers and duties.' Laws 1903, p. 367, c. 176. Section 1 of said act provides, among other things, that 'hereafter no corporation shall be organized for the purpose of carrying on a trust company business in the state of Washington except under this act, and no company hereafter organized under any other act shall use the word 'trust' as a part of its name.' It might be stated here that the relator bases its right to change its name so as to use the word 'trust' as a part thereof upon the sole ground that it was incorporated prior to the passage of the act of March 17, 1903, and not upon the ground that it has complied with the other requirements of the act. The corporations created under the act in question differ in many important respects from corporations created under other acts or under the general law. In some respects their powers are more extensive, in others more restricted, than the ordinary corporation. In cities of the size of the city of Seattle, they must have a capital stock of at least $100,000, fully paid in. They are subject to state supervision and state control, and, like national banks organized under the laws of the United States, they are given a distinctive name, which all other corporations thereafter created are forbidden to assume or use. It was the evident purpose of the Legislature in the passage of this act to create a class of corporations, established on a solid financial basis, endowed with certain important powers of a fiduciary...