Montel v. Consolidation Coal Co.

39 Md. 164, 1874 Md. LEXIS 1

• Court: Court of Appeals of Maryland
• Decided: January 7, 1874
• Status: Published

Opinion

Miller, J.,

delivered the opinion of the Court.

The proceeding in this case was instituted in March, 1873, by the appellants, against the appellee under the Act of 1864, ch. 371, and the first question to be decided is whether that Act is repealed by the general corporation law of 1868, ch. 471. The Act of 1864, in terms adds an additional section to Article 26 of the Code of Public General Laws relating to corporations, and the added section provides in substance, that if any person shall be aggrieved by any company incorporated by the laws of this State, to transport persons or property for hire, “by reason of anything done or omitted to be done by the said company in violation or contravention of its duty in regard to the transportation or carriage of property or persons,” it shall be lawful for such person to apply by petition, “in a summary way,” to the Circuit Court for tbe County where the company has an office for the transaction of its business, for relief against the alleged grievance, and such Court shall thereupon appoint a short day for hearing the petition, of which the company shall have notice, and on the hearing, or in case the company shall fail to appear, and show cause against the application, the Court shall and may on examination of the petition produced in support thereof, “ pass such order for relieving the petitioner, or otherwise as to justice shall appertain,” and shall have full power to enforce obedience to such “order by writ of injunction or attachment or other process which would be applicable in the enforcement of the said order, in the event that the same had been passed by the said Court in the exercise of its general equity jurisdiction.”

The law of 1868, ch. 471, though professing by its title to be an Act to repeal Article 26, of the Code of Public General Laws, and to enact a substitute therefor, and to repeal other provisions of the Code, relating to suits, process and proceedings against corporations, contains no express repealing clause to that effect, and an examination of its numerous sections has convinced us, there is no such plain and unavoidable inconsistency or repugnancy in any of its provisions, to those of the particular section added to the Code by this Act of 1864, as would work a repeal thereof by implication, as the rule on that subject is generally understood and applied. The general rule is well settled, that several successive statutes on the same subject are to be construed together, and a subsequent law will not repeal a former one, if by construction they can be made to stand together. If, therefore, the Act of 1868, presented an ordinary case for the application of the rule of repeal by implication of a former statute in pari materia, it would not have that effect. But this law belongs to a class of legislation not unfrequent in modern times, where it becomes necessary to revise and amend all existing laws upon some important matter, and establish in lieu thereof, a new and general law or Code, embracing a complete scheme of legislation on that particular subject. The Act of 1868, is emphatically a law of this character. The necessity for such a law upon the subject of corporations, had become so obvious and important, that by the Constitution, (Art. 3, sec. 48,) it was made the duty of the Governor, as soon as practicable after its adoption, to appoint three Commissioners learned in the law, whose duty it should be to prepare drafts of general latos providing for the formation of corporations, and for all other cases where a general law can be made, and for “revising and amending” so far as may be necessary or expedient the general laws in existence on the 1st of June, 1867, providing for the creation of corporations, and for other purposes, and that such drafts of laws should be submitted to the General Assembly for its action thereon. These commissioners were accordingly appointed, and in discharge of their duty in revising and amending existing laws on the subject of corporations, drafted and submitted the Act of 1868, which was adopted by the Legislature. When they addressed themselves to this duty they had before them Article 26 of the Code, consisting of one hundred and twenty-one sections, to which had been added one section by the Act of 1864, and'five others by the Act of 1867, ch. 379, all of which in express terms were made part of the same Article. There were also before them section 22 of Article 16, sections 91 to 103 of Article 75, and sections 33 to 43 of Article 88 of the Code, all of which, as well as the section enacted by the Act of 1864, related especially to suits, process, and proceedings against corporations, as well those then existing as those thereafter to be formed, and whether formed under general laws or created by special statutes.

These were the existing general laws relating to corporations, which, by the terms of the Constitution it was made tbe duty of the Commissioners to revise and amend. The result of their labors is the Act of 1868, consisting of two hundred and nineteen sections. This Act omits some of the sections in the several Articles of the Code referred to, including that incorporated into Article 26 by the Act of 1864. It modifies and amends some, and includes many others which are copied into it word for word, with no change whatever. It also contains many new and important additions, and carefully arranges and systematises the whole subject. An examination of its provisions, without resort to its title for aid in that respect, has satisfied us the Legislature intended this law to be a substitute for all existing general laws on the same subject. The requirements of the Constitution, the parties by whom, and the manner in which it was adopted, as well as the framework, scope and extent of the Act itself, show this beyond question. Now, what is the rule of construction in such cases settled by numerous decisions of high authority? It is thus stated by the Supreme Court of Massachusetts in Bartlet vs. King, 12 Mass., 545: “A subsequent statute revising the whole subject-matter of a former one and evidently intended as a substitute for it, although it contains no express words to that effect, must on principles of law as well as in reason and common sense, operate to repeal the former.” In that case, as stated in the subsequent decision in Nichols vs. Squire, 5 Pick., 169, “an exceedingly useful statute passed in 1754, concerning donations and bequests to pious and charitable uses, was held not to be in force, the Legislature having in 1785 legislated upon the same subject and omitted to re-enact the provisions of that statute.” In Ellis vs. Paige, 1 Pick., 45, the same Court declares in very emphatic terms: “ It is a well settled rule that when any statute is revised, or one Act framed from another, some parts being omitted, the parts omitted are not to be revived by construction, but are to be considered as annulled. To hold otherwise would be to impute to the Legislature gross carelessness or ignorance; which is altogether inadmissible.” The same doctrine' is announced by the Supreme Court of Maine in Pingree vs. Snell, 42 Maine, 55, and by the Supreme Court of Vermont in Farr vs. Brackett, 30 Verm., 346, and Giddings vs. Cox, 31 Verm., 609. There is also a very well considered case by the Supreme Court of California, (State vs. Conkling, 19 Cal., 512,) where it is said : “We do not consider that the rule applicable here is, that this isa repeal by implication as that rule is usually applied ; but the principle is; that when the Legislature makes a revision of particular statutes, and frames a general statute upon the subject-matter, and from the frame-work of the Act it is apparent that the Legislature designed a complete scheme for this matter, this is a legislative declaration that whatever is embraced in the new law shall prevail, and whatever is excluded is ignored. This doctrine of construction not only commends itself by its plain sense and justice, but is sanctioned by numerous authorities.” Reference may also be made upon the same subject, and as decisions to the same effect, to Gorham vs. Luckett, 6 B. Monroe, 154; Governor vs. Stout, 22 Wisconsin, 236; Pulaski County vs. Downer, 5 English, 590, and Rogers vs. Watrous, 8 Texas, 65.

We have no hesitation in adopting the rule thus sustained by authority. It challenges approval upon every consideration, and in our judgment, is justly made an exception to the general doctrine so frequently and emphatically announced by this Court, that repeals by implication, are things disfavored by law. After these Commissioners had thus industriously compiled and framed, and the Legislature adopted, a long revisory and amendatory Act proceeding to the most minute details, in reference to the formation, powers, duties and obligations of, and suits, process, and proceedings against corporations, forming a comprehensive and elaborately arranged system of legislation on these subjects, it would not only be strange, but productive of the greatest doubt and uncertainty, and of innumerable controversies, if every omitted provision of existing laws on these same subjects, wore held to be still in force and the Courts required to determine whether every section of such laws, whether omitted or amended, might or might not stand in connection with the new legislation. So to hold would render the work of revision a work of confusion and make it almost worse than useless. In such case it is far better and safer for the Courts to determine the new law to be a substitute for every thing contained in the old.

It may also be noticed that there are new provisions introduced into the Act of 1868, (in its several sections from 176 to 183 inclusive,) which authorize proceedings against any corporation to ascertain whether it has been guilty of such misuse, abuse or non-user of its corporate powers and franchises as would warrant a forfeiture of its charter, and giving the Courts discretionary power in such cases before passing a final decree of forfeiture, to pass orders requiring the corporation within a limited time to remedy the grievance complained of, and suspend passage of such final decree until the time so limited, and then if the grievance shall have been remedied to refuse to pass such decree. The grievance complained of by the appellants in this case, is undoubtedly one, which, if valid at all, would authorize proceedings under these sections against the appellee for forfeiture of its charter. In fact it is difficult to conceive of any grievance warranting a proceeding under the Act of 1864, which would not equally warrant one under the Act of 1868. The only material differences are that in the one case the aggrieved party may proceed on his own motion, while in the other the Governor must authorize the institution of the proceeding, and in one it may be more summary and expeditious than in the other. But the Courts cannot assume the Governor will not discharge his duty in this respect and if the Legislature have by the Act of 1868, committed the institution of such proceedings to him, instead of leaving it as does the Act of 1864, to the voluntary action of the party who may consider himself aggrieved, and both laws provide remedies differing only in form, for the same substantial grievances, then is it not clear the Legislature intended by the latter Act to prescribe the only rules which should govern in such cases? In that event there is also high authority for the position that even though two statutes relating to the same subject be not in terms repugnant or inconsistent, yet if the later statute was clearly intended to prescribe the only rule which should govern in the case provided for, it will be construed as repealing the original Act. Daviess vs. Fairbairn, 3 How., 636; Plank Road Co. vs. Allen, 16 Barb., 18.

(Decided 7th January, 1874.)

But without placing special reliance on this point, we rest our decision upon the position first stated, of the omission of this section of the old law from the new and revised statute of 1868. Of course we are not to be understood as holding that the Act of 1868 has repealed the provisions of the charters of any corporations previously created and existing by virtue of special Acts of Assembly. Our views as to the effect of this Act in such cases have been expressed in the case of Webb, et al. vs. Ridgely, et al., 38 Md., 364.

Being clearly of opinion the law under which this proceeding was taken, was not in force at the time of its institution, we shall affirm the order dismissing the petition, without expressing any opinion upon the questions which would have arisen if that law were still operative.

Order affirmed.