Cooper v. Oriental Savings & Loan Ass'n

100 Pa. 402, 1882 Pa. LEXIS 78

• Court: Supreme Court of Pennsylvania
• Decided: October 2, 1882
• Status: Published

Opinion

The opinion of the court was delivered by

Mr. Justice Mercur,

This contention is whether the defendant in error has such a corporate existence as to enable it to maintain this action of scire facias. Its charter was granted by the court of common pleas of the county of Philadelphia, on the 6th of June 1853, for a period of ten years, under the fourth section of the Act of 22d April 1850, P. L. 550, and the sixth section of the Act of 12th April 1851, P. L. 441. The mortgage was executed by the plaintiff in error, on the 15th July 1857, conditioned for the payment of $1,200 with interest, within one year, and also for the payment of six dollars in each month as and for the monthly contribution on six shares of stock of the association owned by him. The scire facias issued on the 4th of February 1879.

It is not pretended by the plaintiff in error that he paid the mortgage, but he contends that the expiration of the. charter of the association in June 1863, worked such a dissolution of all its corporate powers as to preclude it from maintaining any action on the mortgage. This may be conceded to be the general law applicable to defunct corporations. The question, therefore, is whether other legislation has so far. preserved the vitality of this association beyond the expiration of its general corporate powers, that it may collect this mortgage?

The Act of 30th April 1864, Pur. Dig. 186, pl. 16, declares in all cases where any savings fund, building or loan assosociation, incorporated by the court of common pleas of the county of Philadelphia, may have become seised or possessed of any real estate or entitled to the same, and the term for which the charter may have been granted, shall have expired without their having made conveyance thereof, it shall and may be lawful for such association to sell and dispose of such real estate, and make title therefor, as fully and as effectually as if their charter had not expired. The first section of the Act of 26th April 1869, Pur. Dig. 187, pl. 18, declares, “all building, saving, and loan associations, may bring and maintain suits and carry on those already brought, in their corporate names, on all judgments, bonds, mortgages, or other evidences of debt or obligations due them, or for monthly dues, interest or any demand owing to them, and proceed to judgment and execution, notwithstanding their charter may have expired ; and the officers last elected or the survivors of them, shall be the officers to represent said corporations for such purpose.” Section second declares, “ this Act shall only be construed so as to enable said associations to collect up and divide their assets, and wind up their affairs, and not to allow them to transact new business: provided that this Act shall only apply to the city of Philadelphia.”

The injustice and confusion that would arise from prohibiting this class of associations from collecting their assets and distributing them among those entitled thereto, after the expiration of their charters, were clearly manifest. To cure these evils these remedial Acts were passed. Nothing therein indicates that the land to be sold and conveyed, nor the property mortgaged, must be situate in Philadelphia. It is sufficient if the association which holds the land or the mortgage, be incorporated and located there.

It is contended, if such be the case, and the intention of the statute was to authorize the maintenance of this action, that the Act is in conflict with the last clause of Art. 1, Sect. XXV. of the constitution of 1838 which declares, “no law hereafter enacted shall create, renew or extend the charter of more than one. corporation,” and further that the contract had become extipet and could not be reinstated by legislative power.

The Act of 1869 did not “create” charters, nor did it “renew” or “extend” the time of their existence according to the obvious meaning of the Constitution. The clause thereof quoted is in a section which relates to corporations “with banking or discounting privileges ” and not to building or loan associations: Schober v. Accommodation Saving Fund and Loan Association, 11 Casey 223. Its purpose was to prevent improper combinations from obtaining privileges detrimental tc the public welfare. It was' not to prevent "the legislature from giving to other corporations, which had fulfilled their general purposes, authority to collect and distribute their remaining assets. The latter authority is all the Act of 1869 professes to do. It does not provide for any renewal of the original purposes of such corporations. It gives no authority to require monthly contributions, to assess dues, impose fines, make loans or issue stock. It merely provides a legal remedy to enforce a just and moral obligation. This the legislature may do : Lycoming v. Union, 3 Harris 166. A retrospective Act which merely touches the remedy, by removing a technical impediment is not unconstitutional : Hinckle v. Riffert, 6 Barr 196. Such a statute is valid as between parties and volunteers: Bolton v. Johns, 5 Id. 145. This action is solely between the parties to the mortgage. It is true a deed was given in evidence showing the plaintiff in error had conveyed the land to one Henry Cooper, yet no evidence of the payment of purchase money was shown, other than appeared on the deed. The deed bears date the 19th of April 1861, when the remedy on the mortgage was undoubted. A purchaser took then with full knowledge of the existence and validity of the mortgage. ■ He is no party to the record in this case and if he has a superior right to the property, he is not barred from asserting it by this judgment.

It was said in Erie & North East Railroad Company v. Casey, 2 Casey 287, “ When a corporation is dissolved by a repeal of its charter, the legislature may appoint, or authorize the governor to appoint, a person to take charge of its assets for the use of its creditors and stockholders.” The opinion likens it to the appointment of an administrator to a dead man or a committee for a lunatic. Such is substantially all the Act of 1869 provides for, and the manner in which the assets shall be collected is within legislative discretion. The learned judge committed no error.

Judgment affirmed.