The State ex rel. Standard Tank Car Company v. Sullivan
| Decision Date | 30 April 1920 |
| Citation | 221 S.W. 728,282 Mo. 261 |
| Parties | THE STATE ex rel. STANDARD TANK CAR COMPANY v. JOHN L. SULLIVAN, Secretary of State |
| Court | Missouri Supreme Court |
Peremptory writ granted.
Frumberg & Russell for relator.
(1) If the foreign corporation is legally qualified to do business in this State, and has complied with the law relating to foreign corporations, the Secetary of State has no discretion to refuse granting the license. Secs. 3037, 3039, R. S. 1909; State ex rel. v. Cook, 181 Mo. 596. (2) All statutes in pari materia are to be construed together and their meaning is to be determined from a consideration of all their provisions. State to use v. Heman, 70 Mo. 441; Cole v. Skrainka, 105 Mo. 303; Kane v Railroad, 112 Mo. 34; Macke v. Byrd, 131 Mo 682; St. Louis v. Howard, 119 Mo. 41; Andrew County ex rel. v. Schell, 135 Mo. 31; State ex rel v. Woodson, 128 Mo. 497; State ex rel. v. Klein, 116 Mo. 259. (3) In the construction of a statute, it is not to be presumed that the Legislature intended unnatural, oppressive, absurd or unreasonable consequences to result. Riddick v. Governor, 1 Mo. 147; Connor v. Railroad, 59 Mo. 285; State v. Emerson, 39 Mo. 80; State ex rel. v. Field, 112 Mo. 554; Kane v. Railroad, 112 Mo. 34; State v. King, 44 Mo. 283; Cole v. Skrainka, 105 Mo. 303; State ex rel. v. Railroad, 105 Mo.App. 207; Perry v. Strawbridge, 209 Mo. 621; Rutter v. Carothers, 223 Mo. 631; E. H. Darlington Lumber Co. v. Railroad, 216 Mo. 658; State ex rel. v. Swanger, 190 Mo. 561. (4) A statute will be construed to accomplish the result and object necessarily intended by the Legislature, and ambiguities will be resolved in favor of a reasonable and natural interpretation of the language employed in the light of the circumstances surrounding its enactment and the evident object to be accomplished. Neenan v. Smith, 50 Mo. 525; Spitler v. Young, 73 Mo. 42; Ross v. Railroad, 111 Mo. 18; Pugh v. Railroad, 118 Mo. 506; Pembroke v. Huston, 180 Mo. 627; Gist v. Rackliffe-Gibson Const. Co., 224 Mo. 369; Murphy v. Railroad, 228 Mo. 56; Decker v. Deimer, 229 Mo. 296; St. Louis v. Williams, 235 Mo. 503; In re Crouse, 140 Mo.App. 545; Joplin Supply Co. v. West, 149 Mo.App. 78. (5) The policy of this State towards foreign corporations is one of liberal and friendly comity. Secs. 3037, 3039, R. S. 1909; State ex rel. v. Cook, 181 Mo. 596. (6) The form and manner in which corporate stock shall be issued is a matter of private contract between the incorporators and effects the interests of no one but the incorporators; its regulation relates to the internal affairs of the corporation and it is not to be presumed that foreign legislation intends to regulate or deal with it. State ex rel. v. Swanger, 190 Mo. 561; In re Fryeburg Water Co., 106 A. (N. H.) 225; North State Mining Co., v. Field, 64 Md. 151; Kansas Const. Co. v. Railroad, 135 Mass. 34. (7) Foreign corporations are not excluded from doing business in another state by the mere fact that they issue stock in which the par value of each share is not expressed. North American Petroleum Co. v. Hopkins, 181 P. 625.
Frank W. McAllister, Attorney-General, and John T. Gose, Assistant Attorney-General, for respondent.
(1) The constitution contemplates corporations with capital stock of par value shares only. Sec. 21, Art. 10, Mo. Const.; State ex rel. v. Lesueur, 99 Mo. 558. (2) Capital stock with par value and fifty per cent thereof in good faith subscribed and actually paid, is a condition precedent to organization in this state under the statutes. Sec. 3339, Laws, 1911, p. 148. (3) A foreign corporation of such nature that it could not be organized under the laws of this State, cannot be licensed thereunder. Secs. 3037, 3039, 3343, R. S. 1909. (4) Foreign corporations are licensed to do business in this State at the will of the State. Hooper v. California, 155 U.S. 652; Waters Pierce v. Texas, 177 U.S. 46; New York Life v. Cravens, 178 U.S. 397, affirming 148 Mo. 583; New York Life v. Cravens, 178 U.S. 389, 397, affirming Cravens v. New York Life, 148 Mo. 583. (5) The purpose of a proviso in an act is to except something from its operation which otherwise would have been within it. Black on Interpretation of Laws, p. 271, quoted in Brown v. Patterson, 224 Mo. 658.
OPINION
In Banc
Mandamus.
Relator, the Standard Tank Car Company, is a corporation organized under the general statutes of the State of Delaware providing for the organization of corporations, has complied in all respects with those laws, and received a certificate of incorporation from said state, empowering it "to engage in the business of manufacturing, producing, constructing, buying, selling and dealing in railway, passenger, freight, tank and street cars and railroad equipment and appliances." The number of shares of the capital stock authorized by the certificate of incorporation is 130,000, divided into 30,000 shares of eight-per-cent-cumulative preferred stock of the par value of one hundred dollars a share, or the total par value of $ 3,000,000, and 100,000 shares of common stock without par value. The place designated for the principal office is the City of Wilmington, Delaware. None of the incorporators were residents or citizens of the State of Missouri when the company was organized, and only one of the stockholders resides in this State. The principal business of the company, the manufacture of railroad equipment and appliances, is carried on in Turmbull County, Ohio, in which state the company has been licensed to do business as a foreign corporation. The company was not organized for the purpose of violating the laws of this State as to domestic corporations, but in good faith under the laws of Delaware, for the purpose of carrying on its business in Delaware and Ohio, and such other states as it might be licensed to enter. The preferred stock has been fully subscribed and paid in money and property equal to the full par value of the total number of preferred shares, and the whole amount of the common stock has been subscribed and paid for by over three million dollars in money and property. The amount of the capital stock paid in money was $ 156,185.84; the amount paid in real estate was $ 2,675,800, and that paid in personal property $ 3,174,863.11.
When the company was organized the laws of Delaware empowered any corporation formed under them to provide in its certificate of incorporation for the issuance of shares of stock (other than those of the preferred stock) without nominal or par value, and provided that every share of that kind of stock should be equal to every other share of such stock, unless the certificate of incorporation provided for different classes as to the voting powers, restrictions or qualifications thereof; and that such stock might be issued by the corporation from time to time by the board of directors pursuant to authority conferred by the certificate of incorporation or the stockholders; and that all of the shares of non-par value, "the full consideration for which has been paid or delivered, shall be deemed full paid stock and not liable to further call or assessment thereon, and the holder of such shares shall not be liable for any payments." [Sec. 1918-A, 4-a, of Chap. 65, Revised Code of Delaware, Amended Laws Delaware 1917, p. 321.] The laws of Delaware also declare that for the purpose of the taxes prescribed to be paid on the filing of the certificate relating to corporation and franchise taxes, such shares shall be taken to be of the par value of $ 100 each. [Aforesaid Sec. 1918-A, 4-a.] Those laws further provide that the certificate of incorporation of a company having no-par value shares of stock, shall set forth the amount of its total authorized stock, the number of shares into which it is divided, the amount of the capital stock the company will commence business with, which shall not be less than $ 1000, and shall also state the total number of shares authorized to be issued without par value and the number of shares the company shall commence business with, which shall not be less than ten. [R. C. Del. sec. 5, chap. 65, as amended by Laws 1917, p. 323.] Said laws also prescribe that if the whole capital stock of the corporation shall not be paid in, and the assets shall be insufficient to satisfy the claims of its creditors, "each stockholder shall be bound to pay on each share held by him, the sum necessary to complete the amount of the par value of such shares as fixed by the charter of the company or its certificate of incorporation, or such proportion of that sum as shall be required to satisfy the debts of the company; in case of stock without par value, this liability shall be limited to the unpaid balance of the consideration for which said stock was issued by the corporation, which said sum or proportion thereof, may be recovered as provided for" in the laws of the state after writ of execution against the corporation has been returned unsatisfied, as provided in said laws. [Sec. 1934-20, as amended in Laws 1917, p. 326.] Another statute of the state says the subscription to the capital stock "shall be paid in such amounts and in such times as the directors may require, and the directors are authorized to assess charges on stock not fully paid from time to time, as the necessities of the business may require, not exceeding, in case of stock without par value, the consideration for which said stock was issued by the corporation." [Sec. 1935-21, as amended in Laws 1917, p. 327.]
The foregoing statement and citations are, according to the allegations of the petition in this case, the object of which is to compel the respondent, the Secretary of State of Missouri, to issue to...
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