State v. U.S. Steel Corp.

• Decision Date: 16 March 1953
• Docket Number: No. A--81,A--81
• Citation: 12 N.J. 38,95 A.2d 734
• Parties: STATE v. UNITED STATES STEEL CORP.
• Court: New Jersey Supreme Court

Page 38

12 N.J. 38

95 A.2d 734

STATE v.UNITED STATES STEEL CORP.

No. A--81.

Supreme Court of New Jersey.

Argued Jan. 19, 1953.

Decided March 16, 1953.

Josiah Stryker, Newark, argued the cause for the defendant-appellant and cross-respondent(Stryker, Tams & Horner, Newark, attorneys).

Emerson Richards, Atlantic City, argued the cause for the plaintiff-cross-appellant and respondent(Theodore D. Parsons, Atty. Gen., attorney).

The opinion of the court was delivered by

OLIPHANT, J.

This is the appeal of a judgment resulting from a proceeding instituted under the Escheat Act, N.J.S.A. 2:53--15 et seq., as amended byL.1951, c. 304, p. 1093, now N.J.S. 2A:37--11 et seq., N.J.S.A., and was certified here pursuant to Rule 1:5--2 on petition of defendant-appellant, 10 N.J. 21, 89 A.2d 306(1952).The cause was heard in the Superior Court, Chancery Division, before Judge Goldmann, the judgment of which court escheated certain preferred and common stock of the defendant-appellant, the whereabouts of the owners of which had been unknown to it for 14 years prior to the institution of the proceeding, and the dividends on the stock payable more than 14 years prior to the commencement of the proceeding; but the judgment below determined that the dividends declared and payable less than 14 years before the suit was instituted were not escheatable under the act.

Two questions are presented on the main appeal.The first relates to the sufficiency of the notice given in this proceeding as required under N.J.S.A. 2:53--21, as amended byL.1951, c. 304.The second question relates to whether the mailing of the dividend checks by the appellant pursuant to certain dividend orders filed by the claimants, was sufficient to transmute the right to payment of the dividends into a claim on the said checks with the result that the claims would be barred by the statute of limitations and therefore not be escheatable.

These proceedings were instituted on November 3, 1948, under the provisions of L.1946, c. 155, p. 713, then in effect.The defendant-appellant filed an answer as permitted by the statute and the proceeding was then stayed pending the final determination in State v. Standard Oil Co., 5 N.J. 281, 74 A.2d 565(1950).

On June 28, 1951the plaintiff-respondent obtained an order of publication fixing the time and place of the final hearing, in the form and conditions for publication of notice required by the statute, N.J.S.A. 2:53--21(section 7 of the act of 1946).The order fixed the date of hearing as September 7, 1951, and further required that the notice of the time and place thereof should be published three times a week in a newspaper in general circulation in Mercer County, and directed that any person claiming any interest or ownership in the stock should file his claim with the court not later than five days prior to the date fixed for hearing.The order was consistent with the requirements of the 1946 act as to the necessary notice.The Legislature in the interim had passed L.1951, c. 304, which act did not become effective until it was approved by the Governor on July 13, 1951.The important difference between the amendment and the existing act insofar as the question here presented is that the new act required the claims to be submitted to the court not later than three days prior to the date fixed for hearing.The effect of the amendment was to give two additional days in which to file the claims.

Notice and publication was had under the order of June 28, 1951, without any objection from the defendant-appellant here with respect to the possible application of the 1951amendment, and it further expressly consented to two orders of the court, one made September 13, 1951, extending the time for filing claims until the further order of the court and expressly removing the obligation, if any, of the defendant with respect to any claims paid during the period from the operation of N.J.S.A. 2:53--15 et seq.On November 13, 1951 a further order was made extending the time for the presentation of claims until December 1, 1951.As the result of the notice given and the orders of extension the Steel Corporation paid to claimants $159,319.71 out of a total of $342,790.82 in dividends listed unclaimed, 52 of the original 90 shares of unclaimed common stock, and 4 of the original 17 shares of unclaimed preferred stock.

As to the question of notice, the appellant argues that if the amendment, L.1951, c. 304, is valid, then the notice given in the case at bar is invalid for failure to comply with such amendment.The gravamen of appellant's complaint is that the 1951 act was in effect at the time the notice was given and is therefore applicable to this case, and if applicable the claimants were entitled to two additional days in which to file their claims prior to the date of hearing, since the amendment fixed the last date for filing claims as three days before the hearing rather than five days as fixed in the original act.The appellant concedes the original Escheat Act, L.1946, c. 155, was valid.

We are in accord with the conclusion of the trial court that the order of June 28, 1951 met the requirements of the statute at the time the order was made and that the question of the application of a particular statute on procedure is determined at the point in the proceeding at which the existing law is applied, and that the time for decision as to applicability is when the order required by the statute for the publication and posting of notices was made, which was some three weeks prior to the effective date of the amendment when it was finally approved by the Governor on July 13, 1951.

The ordinary rule of construction is that a procedural statute is to be construed prospectively unless the legislative intent clearly indicates that a retroactive operation is intended, and so it has been held that the steps already taken, the pleadings, and all things done under the old law will stand unless an intent to the contrary is plainly manifest.Pending cases are only affected by general words as to future proceedings from the point reached when the new law becomes operative.2 Sutherland, Statutory Construction (3rd ed.), sec. 2212, p. 136;59 C.J., sec. 701, p. 1174;Berkovitz v. Arbib & Houlberg, Inc., 230 N.Y. 261, 130 N.E. 288 at page 290(Ct.App.1921).Cf.White v. Hunt, 6 N.J.L. 415(Sup.Ct.1798);Peacock v. Hammitt, 15 N.J.L. 165(Sup.Ct.1835).

It is not clear by what right the defendant-appellant as the custodian of the properties in dispute can raise the question of lack of notice insofar as the individual claimants are concerned or how it has been prejudiced, in view of the fact that it on its own motion or order of September 13, 1951, expressly relieved it of any obligations to the claimants accruing under the Escheat Act.But assuming that such right possibly exists, then on the facts as they appear the appellant should be deemed to have waived such right: (1) by failing to move to amend the order of June 28, 1951, so as to conform to the new statute some time at or before the hearing date fixed in the order, and (2) by agreeing to the two orders extending the time for filing claims.McSweeney v. Equitable Trust Co., 127 N.J.L. 299, 22 A.2d 282, 139 A.L.R. 653(E. & A.1941).

Viewing the situation here presented as it exists on the facts without any regard to the specific notice provisions of the original statute or the amendment, it is quite apparent that these claimants have received ample notice sufficient to meet the requirements of due process clause of the 14th Amendment of the Federal Constitution.The phrase 'due process of law' formulates a concept less rigid and more fluid than those envisaged in other specific and particular provisions of the Bill of Rights, and its asserted denial is to be tested, not as a matter of rule, but rather by an appraisal of the totality of the facts involved in the particular case.Betts v. Brady, 316 U.S. 455, 62 S.Ct. 1252, 86 L.Ed. 1595(1942).

The rights of the claimants are not completely foreclosed by the present judgment of the court, because under N.J.S.A. 2:53--31they may within two years after the filing of the said judgment apply to the court to reopen the judgment and 'upon proof that they were without Actual knowledge of such escheat proceedings, and of proof of ownership of such property or the right to possession thereof, the court may in its discretion reopen the decree and in the event that the aforesaid decree in part or in whole be revised or amended, the court may direct the State Treasurer to repay such part of the moneys received by the State Treasurer by reason of such decree,' etc.

Finally, the order directing publication was entered in this cause before the amendatory act became effective and was valid when made, and was not invalidated by the subsequent legislation.Thus it would seem that the publication of the notice was proper even if the 1951 act is valid; consequently there is no need to discuss the validity of the 1951 act, inasmuch as the defendant-appellant admits the validity of the publication if the 1951 act is not applicable or invalid.

The second point of defendant-appellant is that all dividends for which checks were mailed by the defendant pursuant to dividend orders were paid by the mailing of such checks and thereafter the stockholders had claims on the checks and not for the dividends.

Prior to 1941 no dividend checks were mailed to stockholders except pursuant to a dividend order executed and filed by the stockholder with the corporation, and after 1941 there was apparently mailed to the stockholders a form which requested the stockholder to fill it in and sign the attached order which upon receipt would be filed as instructions covering the mailing of future dividends.Although several different types of order forms and notices were used during the years in question, the following is a fair illustration of all:

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