The State ex rel. Pritchett School Institute v. Lesueur
| Decision Date | 06 July 1897 |
| Parties | The State ex rel. Pritchett School Institute et al. v. Lesueur |
| Court | Missouri Supreme Court |
Peremptory writ granted (with directions).
T Shackelford for relators.
(1) The Secretary of State bases his refusal to file papers and issue his certificate on the provisions of section 1, Revised Statutes 1866, wherein it is provided that if no period is limited in a charter it expires in twenty years. First. The contention of relators is that this section does not apply to charitable and educational corporations. Second. Even if this law was in force these educational institutions are expressly exempted from the operation of said section by section 34 General Statutes, 331. Third. Even if the law was in force so far as Pritchett School Institute is concerned, the articles of association, by the seventh article expressly provides for a perpetual trusteeship, requiring each trustee to appoint his successor. To sustain the first contention, the relators rely on State ex rel. Clover v. The Ladies of the Sacred Heart, 99 Mo. 533; while the case of State ex rel. Walker v. Payne, 129 Mo. 468, overrules Fairchild v. Masonic Hall Ass'n, 71 Mo. 527, as to the proper interpretation of the words "perpetual successor." Yet the learned judge who delivered that opinion expressly stated "that the policy of the State, as appears from its general legislation, is unfavorable to unlimited duration of purely business corporations." On the contrary, the inference is clear that his honor concurred in the rulings of the court in 99 Mo. 533, supra, hence this case is conclusive as to the position assumed by relators that the charter of Pritchett School Institute exists in legal contemplation until it has been dissolved by some prescribed method. 1 Morawetz on Private Corporations [2 Ed.], secs. 316, 323, 411; Laws of 1825, p. 223; Dartmouth College v. Underwood, 4 Wheat. U.S. 518, 634; Bradley v. Reppell, 133 Mo. 545; Laws 1889, secs. 2513, 2538b, pp. 632, 637; Laws 1889, sec. 2832, p. 721.
Edward C. Crow, Attorney-General, and Sam B. Jeffries, Assistant Attorney-General, for respondent.
(1) Relator contends that the statute limiting the period of corporate existence to twenty years when nothing is stated in the articles of association as to length of time thereof does not control as to educational corporations. R. S. 1889, sec. 2508. This section is a part of article 1, chapter 42, concerning the "organization, general powers, duties and liabilities" of corporations "with incidental matters of practice" and occupied a like position in all previous revisions. It provides in part every corporation as such has power -- first, to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years. Kent's Com., secs. 302, 303, and 276; Angell & Ames on Corp. [11 Ed.], sec. 687; Att'y-Gen'l v. Clarrendon, 17 Ves. 501; State ex rel. v. Adams, 44 Mo. 579. (2) The statute of 1845 which contains the twenty-year limitation clause and which has continued in force ever since was in existence at the time Pritchett School Institute was incorporated and applies to "every corporation" of whatsoever kind, nature or description, and it matters not how meritorious plaintiff's demand may be in the way of a continuation of its corporate existence, the rules of statutory construction can not be tortured in any way known to the law so as to exempt it from the provisions thereof as an exception thereto.
The Pritchett School Institute of Glasgow, Missouri, and its trustees applied as relators to the first division of the court for a mandamus against the defendant, as Secretary of State, to require him to file in his office a document necessary to a formal change of the name of that institution. He had declined to file it on the ground that the charter privileges of the corporation had terminated by lapse of time. On the filing of the petition for mandamus, the defendant at once appeared and waived all formalities of procedure. The cause was therefore promptly submitted, all the facts being admitted.
It appears that recently the institute has taken the steps pointed out by law (R. S. 1889, sec. 2826) to effect a change of its corporate name to "Pritchett College." It desires to file the evidence thereof with the defendant, as Secretary of State, in obedience to the statute on that point. The only objection thereto is that the corporate powers of the institute are supposed to have expired.
The institute was incorporated in 1868, by articles of association under the General Statutes of 1866, as amended in 1868 (Laws 1868, p. 28; Act of March 5, 1868). At that time a part of the general statutory provisions in regard to private corporations was as follows: "Every corporation as such has power: First, to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years." G. S. 1865, ch. 62, sec. 1. The same language yet remains in the present corporation act. (R. S. 1889, sec. 2508.)
The defendant's counsel insist that the corporate existence of the institute terminated in 1888, at the end of twenty years from its beginning. But counsel for relators contend that the provision of law above quoted does not apply to corporations of the kind now in view; and that, even if it does, the articles of association of the institute provide for a longer period of corporate life and power than twenty years. The first of these contentions we need not discuss, since we find the second well founded and on that ground have concluded to award a peremptory writ.
The law in force in 1868, when the institute was incorporated intended, neither in letter nor spirit, to forbid the extension of corporate organizations beyond twenty years. That term was named as a limit only in event the fundamental articles of any particular corporation did not otherwise provide. Whether the articles do otherwise provide in a given case, is a question of law to be determined in each instance by a due consideration of the language used in the act of incorporation. That rule has been declared in construing the effect of a special charter granted by a statute which was subject to a somewhat similar condition as to the duration of corporate existence. State ex rel. Clover v. Ladies of the...
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