State v. Bank of Charleston

23 S.C.L. 187
CourtCourt of Appeals of South Carolina
DecidedFebruary 15, 1838
StatusPublished

This text of 23 S.C.L. 187 (State v. Bank of Charleston) is published on Counsel Stack Legal Research, covering Court of Appeals of South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State v. Bank of Charleston, 23 S.C.L. 187 (S.C. Ct. App. 1838).

Opinion

Curia, per O’Neall, J.

A majority of this Court concur in the decision below.

The motion is dismissed.

Richardson, J.

The great pecuniary interest at stake, and the public concern in the decision of this case, call for a plain analysis of the fifth section oí the Act to incorporate the Bank of Charleston. The first section of the Act presents the foundation of the charter — and no unmeaning guide in expounding the terms, “ capital stock subscribed,” in the fifth section. The first section appoints commissioners to open subscriptions at named places. The Act then proceeds, “and the said commissioners” “ at each of the said places,” “ shall, (on given days,) open subscriptions for the purpose of raising two millions of dollars, whereof six weeks’ public notice shall be given in all the public gazettes of the State.” The commissioners are then directed to forward lists of the shares subscribed, to the commissioners named for Charleston, for the purpose of apportioning the shares, &c.

The Act then again proceeds as follows: “ And such said subscribers, paying their subscription moneys respectively; and all persons who may thereafter become stockholders in the said company, upon the payment of a bonus of two and one-half per cent, on every hundred dollars of the stock subscribed, be, and they are hereby incorporated.”

One is immediately struck with the following novelty and departure from the twenty-second section of the charter of the Commercial Bank of Columbia — that the subscribers, and all persons who may thereafter become stockholders, shall, upon paying the bonus of two and a half per cent., be incorporated.

[195]*195The corresponding section of the Commercial Bank is as follows: and such said subscribers, paying their subscription moneys respectively, and all persons who may thereafter become stockholders in the said company, shall be incorporated.”

In the fifth section of the Charleston Bank, the subscribers and the thereafter stockholders,” shall pay the bonus. And the reader inquires, why are two different classes of persons (the then subscribers and the thereafter stockholders) required to pay two and a half per cent.? Can it mean that every man, who shall at any time purchase stock, must pay two and a half per cent, upon every hundred dollars, &c.? This cannot be; and yet certainly the two and a half per cent, is required of two classes. The Act must then contemplate some particular class of future stockholders, who are to pay a bonus, as well as the original subscribers; and the per centum must be upon whatever sum may be raised. We pass to the fifth section, and we then see plainly who are the “ thereafter stockholders,” that are to pay also a bonus of two and a half per cent, on their own subscriptions. The first and the fifth sections are inseparable from each other; not only in this, but every point of view.

The fifth section is as follows: “ That at any time before the expiration of their charter, the said company may, by paying a bonus of two and a half per cent., and by advertising at the places and for the periods above mentioned, extend ' the amount of capital stock subscribed, to a further sum of two millions of dollars, to be paid in the same manner, and subject to the same condition, with that herein already provided for.” So far from being separated from the first section, seldom does any section of an Act refer back to preceding provisions, so explicitly as the fifth section does to the first, in this charter. “A bonus of two and a'half per cent.” is to be paid; but upon what? We must look back to the first section to complete the sense. “ On every hundred dollars of stock subscribed.” This is to be done by advertising. But how? Look to the first section, and you find, “for six weeks in all the public gazettes in the State.”

Again: the words, (of the fifth section) “at the places,” must be utterly rejected, as unmeaning, but that we bad [196]*196already known from the first section, that the advertisments were of the places where, as well as of the times when, the subscriptions shall be opened; and then we see plainly what “advertising at the places” meant. These words were, in the discussion, considered unintelligible, and I therefore quote the first section; “ and the commissioners, at each of the said places, &c., &c., shall open subscriptions,” whereof, “ six weeks notice, &c., shall be given,” &e. Now, I ask, notice of what? Why, of the times and places, surely. What then is meant “by advertising at the places, and for the times above mentioned,” is plainly, that the public notice shall be for six weeks, of the “ stock subscribed,” at the places named in the first section. And finally, if further proof be wanting of the close union between the different sections, “ the stock subscribed” in the fifth, is to be paid “in the manner and subject to the same conditions with that herein already provided for,” irresistibly refers to the manner and conditions set forth in the immediately preceding fourth section.

The fifth section, without reference to both the fourth and fifth sections, would be unintelligible.

I do not understand, in fact, that the construction of the fifth section is denied, except as to the words, “ at the places;” and yet the case is argued as if the first section, as well as the fourth, were not the essential exponants of that very construction. You cannot get at such construction, but through both the first and fourth sections. It is admitted, that before the company can extend the capital stock to two additional millions, they must advertise their intended subscription for the time required in the first section of the Act —must pay a bonus of two and a half per cent, upon the stock subscribed, as therein explained, and receive payments in the same manner, and upon the same conditions, as provided for in the original subscription of two .millions of dollars.

The company must again open subscription in order to answer the words, “stock subscribed:” but they insist that the right of subscribing to this additional capital, is restricted by the Act to actual stockholders, and unaccountably to my understanding, they reject altogether the words, “at the places,” which have a plain meaning. But the controversy [197]*197is narrowed down to the proper interpretation of the words, “ the company may,” &c. “ extend the amount of capital stock subscribed.”

The first and best rule for the interpretation of any Act of the Legislature, is, that we shall be governed by the words and terms of the Act itself, to be taken in their usual sense; but, inasmuch as the Act in question affords no words or terms which either expressly restrict the subscription to stockholders, or lay it open to the public, we are to have recourse to the second rule of interpretation; that is, to be governed .by the general object, obvious policy, and the spirit of the Act, which may limit or extend the words, “ stock subscribed,” in their meaning. The right claimed for the stockholders is .a peculiar privilege, commonly called a franchise ; and the stockholders must show an intelligible warrant for their peculiar claim, otherwise an information in the nature of a quo warranto, will be granted against them, for their usurpation of the assumed franchise, without satisfactory proof of title.

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Bluebook (online)
23 S.C.L. 187, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-v-bank-of-charleston-scctapp-1838.