In re Hall Ass'n

Alleghany County Court of Common Pleas

In re Hall Ass'n

4 Pa. D. & C. 352, 1923 Pa. Dist. & Cnty. Dec. LEXIS 334

CourtPennsylvania Court of Common Pleas, Alleghany County

DecidedMay 9, 1923

StatusPublished

This text of 4 Pa. D. & C. 352 (In re Hall Ass'n) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Alleghany County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

In re Hall Ass'n, 4 Pa. D. & C. 352, 1923 Pa. Dist. & Cnty. Dec. LEXIS 334 (Pa. Super. Ct. 1923).

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Opinion

Carpenter, J.,

— I cannot approve this proposed charter. The act of assembly says the charter of an intended corporation must be “subscribed” by five or more persons, three of whom must be citizens of this Commonwealth, and this means something more than a typewritten recital of the names. This certificate is subscribed by three of the persons named as subscribers, but contains the names of thirteen persons who are called “subscribers.” One of the subscribers signs his name “Samuel A. Johnon,” but his name in the acknowledgment appears as Samuel Johnson. The number of directors (trustees) and the names and residences of those chosen for the first year must be set forth. The names and addresses of those chosen for the first year appear, but whether they constitute the entire governing board does not appear.

The purpose of the proposed corporation is stated to be “to acquire, own and hold real estate in fee simple, or otherwise, upon which to erect halls or buildings for public or private purposes.” The seventh paragraph of the certificate provides for a capital stock of $50,000, divided into 5000 shares of the par value of $10 per share. The ninth paragraph defines the “powers” of the corporation, and includes the right to acquire in fee simple, or otherwise, real estate, and the power to convey, lease or encumber all or part of such real estate. When we couple the powers to be exercised with the purpose specified, we have a corporation authorized to buy, sell and lease real estate, improved or unimproved, or, in other words, a “corporation for profit.”

Attention is once more called to the fact that a detached certificate of approval will not be signed.

The language of the act is not susceptible of misinterpretation. After prescribing the duty of the judge to “peruse and examine said instrument,” it directs that if found to be in proper form, etc., “he shall endorse thereon these facts.” Charter refused. From Edwin E. Mattern, Pittsburgh, Pa.

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Carpenter, J.,

— I cannot approve this proposed charter. The act of assembly says the charter of an intended corporation must be “subscribed” by five or more persons, three of whom must be citizens of this Commonwealth, and this means something more than a typewritten recital of the names. This certificate is subscribed by three of the persons named as subscribers, but contains the names of thirteen persons who are called “subscribers.” One of the subscribers signs his name “Samuel A. Johnon,” but his name in the acknowledgment appears as Samuel Johnson. The number of directors (trustees) and the names and residences of those chosen for the first year must be set forth. The names and addresses of those chosen for the first year appear, but whether they constitute the entire governing board does not appear.

The purpose of the proposed corporation is stated to be “to acquire, own and hold real estate in fee simple, or otherwise, upon which to erect halls or buildings for public or private purposes.” The seventh paragraph of the certificate provides for a capital stock of $50,000, divided into 5000 shares of the par value of $10 per share. The ninth paragraph defines the “powers” of the corporation, and includes the right to acquire in fee simple, or otherwise, real estate, and the power to convey, lease or encumber all or part of such real estate. When we couple the powers to be exercised with the purpose specified, we have a corporation authorized to buy, sell and lease real estate, improved or unimproved, or, in other words, a “corporation for profit.”

Attention is once more called to the fact that a detached certificate of approval will not be signed.

The language of the act is not susceptible of misinterpretation. After prescribing the duty of the judge to “peruse and examine said instrument,” it directs that if found to be in proper form, etc., “he shall endorse thereon these facts.” Charter refused. From Edwin E. Mattern, Pittsburgh, Pa.

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Bluebook (online)

4 Pa. D. & C. 352, 1923 Pa. Dist. & Cnty. Dec. LEXIS 334, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-hall-assn-pactcomplallegh-1923.