State Dentists, Inc. v. Gifford

191 S.E. 787, 168 Va. 508, 1937 Va. LEXIS 248
CourtSupreme Court of Virginia
DecidedJune 10, 1937
StatusPublished
Cited by2 cases

This text of 191 S.E. 787 (State Dentists, Inc. v. Gifford) is published on Counsel Stack Legal Research, covering Supreme Court of Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State Dentists, Inc. v. Gifford, 191 S.E. 787, 168 Va. 508, 1937 Va. LEXIS 248 (Va. 1937).

Opinion

Eggleston, J.,

delivered the opinion of the court.

State Dentists, Incorporated, was chartered by the State Corporation Commission of Virginia on July 9, 1929, under [510]*510the name of “Doctors Thomas and Ford, Dentists, Incorporated,” for the following stated purposes:

“The purposes for which it is formed are to employ competent licensed dentists, to engage in the business of dentistry and surgical dentistry, to perform dental operations of all kinds, diagnose and treat diseases or lesions of the oral cavity, teeth, gums, maxillary bones, to extract teeth, repair and fill cavities in teeth; to correct malposition of teeth or jaws; to engage in the manufacture, sale and setting of artificial teeth; to own and operate a dental laboratory, and to do any and all acts and incidental things not herein specifically enumerated that may be necessary, desirable and convenient for the purpose of the corporation above set out.”

By appropriate amendments to its charter the name of the corporation was changed to “Warwick Dental Parlors, Incorporated,” on October 17, 1929, and to “State Dentists, Incorporated,” on June 23, 1932.

In neither of these amendments was any change made in the purposes for which the corporation was chartered.

At present the corporation is operating with offices at Newport News, Portsmouth, and Norfolk, and employs a number of dentists, duly qualified and licensed by the Virginia State Board of Dental Examiners.

Up to June 18, 1936, the corporation had advertised extensively through the newspapers the prices, terms or fees charged for professional services, free dental examinations of and guaranteed satisfactory dental work to all who sought its services. Such advertisements contained, as a part thereof, photographic cuts of teeth or bridge work.

By an act effective on the date last mentioned, Acts of 1936, ch. 82, p. 105, the General Assembly amended Code, section 1649, empowering the State Board of Dental Examiners to revoke or suspend the certificate and license of any licensed dentist for advertising, among other things, such matters and in such manner as above described.

The corporation filed its bill of complaint in the court below seeking to enjoin Chester B. Gifford and others, members of the State Board of Dental Examiners, from the threat[511]*511ened revocation or suspension of the licenses of its dentist-employees because of its continuing to advertise contrary to the terms of the said act. The bill alleged that the said act was repugnant to both the Federal and State Constitutions, and was therefore null and void.

In a written opinion the lower court held (1) that the said act was constitutional, and (2) that by securing the amendment to its charter on June 23, 1932, changing its corporate name, the corporation had forfeited its right to conduct the business for which it had been chartered. From a decree dismissing the bill of complaint on these grounds, this appeal has been taken.

In its petition for appeal the corporation makes three contentions:

1. The Act of 1936, prohibiting the advertising of the matters aforesaid, is unconstitutional and void;

2. The act does not prohibit the advertising of such matters by a corporation, and hence the Board of Dental Examiners has no authority to revoke the licenses of the employees of the corporation because of such advertising by the latter;

3. That by accepting the amendment to its charter, merely changing its corporate name, the corporation has not forfeited the right to carry on the business for which it was chartered.

In Goe v. Gifford, ante, page 497, 191 S. E. 783, decided at this term, we have held that the Act of 1936, prohibiting the advertising of the matters aforesaid, does not contravene either the Federal or State Constitution. What we said there applies here and need not be repeated.

Nor is there- any merit in the contention that the licenses of the dentist-employees of the corporation may not be forfeited by reason of the corporation’s advertising such matters as are prohibited by the statute. While the act does not in so many words prohibit the advertising by a corporation which is practicing dentistry or employing dentists to practice for it, it does prohibit such advertising by the dentist-employees themselves. Certainly the General Assembly never intended that these employees might do indirectly—through [512]*512a corporation—that which they are not permitted to do directly as individuals.

The serious question in the case is whether the trial court was correct in holding that the appellant corporation, by accepting the amendment to its charter in 1932, changing its corporate name, has forfeited its right to continue the functions for which it was chartered, namely, the practice of dentistry.

The determination of this question depends upon the proper interpretation of the following language in the Act of 1930, ch. 184, p. 485, amending Code, section 1653, the pivotal portion of which is italicized:

“Section 1653. No corporation shall hereafter be formed, and no foreign corporation shall be domesticated in the State, for the purpose of practicing or offering or undertaking to practice dentistry, and no charter shall hereafter be granted for said purposes or any of them, and no foreign corporation shall be permitted to file its charter in this State, so as to empower it to do business, if any of said powers are included therein. No charter hereafter granted in this State shall authorize or empower any person to practice dentistry as proprietor, officer, agent or employee of a corporation except as herein provided or authorize the employment for hire or other remuneration or gain, of any person for the purpose of practicing dentistry.

“No person shall practice or continue to practice dentistry, or offer or undertake to practice, or hold himself out or continue to hold himself out as practicing dentistry, under any firm name or trade name or under any other name than his own true name; provided, that nothing herein contained shall prohibit the practice of dentistry by a partnership under a firm name containing nothing but the name of every member of said partnership; and provided further that nothing herein contained shall be construed to prevent the continued use of the name of any corporation heretofore legally chartered under the laws of this State, and at present engaged in the proper conduct of its business from continuing its said business in accordance with the provisions of sections sixteen hundred [513]*513and fifty-two and sixteen hundred and fifty-three of the Code of Virginia, as they existed the day before the sections in this act take effect; * * (Italics ours).

It is argued on behalf of the appellees, and the trial court so held, that it is the plain purpose of the Act of 1930 to put a stop to the practice of dentistry by corporations, which is generally regarded to be contrary to public policy; that the legislature has reluctantly permitted a corporation already practicing at the time of the passage of the act to continue such practice only by retaining the corporate name under which it.was then doing business; and that by accepting the amendment to its charter in 1932, changing its name, the appellant corporation has, according to the intent of the act, forfeited the right to continue its practice of dentistry.

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191 S.E. 787, 168 Va. 508, 1937 Va. LEXIS 248, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-dentists-inc-v-gifford-va-1937.