Power v. Calvert Mortgage Co.

73 So. 51, 112 Miss. 319

• Court: Mississippi Supreme Court
• Decided: October 15, 1916
• Status: Published

Opinion

SteveNs, J.,

delivered the opinion of the court.

In our judgment, the legislature did not intend for the amendatory act of 1916 to apply to corporations which Pad already complied with the law, and were thereby lawfully doing business in onr state. The act does not by its express terms require a refiling of any charter and the words “now or hereafter doing business in this state” should be interpreted to embrace foreign corporations in fact doing business in this state without having filed their charters and paid the fees required by section 935 of the Code, and also those corporations which should thereafter apply for admission into our state. The passage of chapter 92, Laws of 1916, repealed section 935 of the Code, and any demand thereafter made by the secretary of state is necessarily based upon the new act. To hold that this section requires corporations which had already complied with the law to refile their charters would give to the act a retroactive effect and impose an additional burden upon those corporations doing business in Mississippi by invitation and license of our state.

Mr. Sedgwick on the Construction of Statutory and Constitutional Law, at page 164, says:

“The effort of the English courts appears, indeed, always to give to statutes of-that kingdom a prospective effect only, unless the language is so clear and imperative as not to admit of doubt. ‘The principle,’ says the English Court of Exchequer, ‘is one of such obvious convenience and justice that it must always be adhered to in the construction of statutes, unless in cases where there is something on the face of the enactment putting it beyond doubt that the legislature meant it to operate retrospectively.’ ”

Mr. Sutherland on Statutory Construction, par. 464, says:

“A statute should not receive such construction as to make it impair existing rights, create new obligations, impose new duties in respect of past transactions, unless such plainly appear to be the intention of the legislature. In the absence of such plain expression of design, it should be construed as prospective only, although its words are broad enough in their literal extent to comprehend existing cases.”

The exaction of this license or charter fee is not primarily for the purpose of raising revenue, hut is imposed as a method of regulating and supervising the corporate business done in our state by foreign corporations. The •filing of these charters gives needed information to those doing business with foreign corporations, and no good could be- accomplished by refiling these charters. The essential purpose of the amendatory act is the same as that sought to be accomplished by the code section. The amendatory act is not a new law, but purports to amend, and by its express terms does amend, and in some features perfects, section 935 of the Code.

Our view of this statute renders it unnecessary to discuss the constitutional questions.

Affirmed*