Commonwealth ex rel. Alliance Petroleum & Coal Co. v. Slifer

The opinion of the court was delivered, by Strong, J. It is, we think, a fair construction of the Act of Assembly of April 9th 1866, Pamph. L. 293, to hold that its provisions are not applicable exclusively to corporations formed under the authority of Courts of Common Pleas. The words of the enacting clause are very comprehensive. They are : — “ That it shall be lawful for any Court of Common Pleas of the. proper county to hear the petition of any corporation under the seal thereof,” “ praying for permission to surrender any power contained in its charter, or for the dissolution of such corporation ; and if such court shall be satisfied that the prayer of such petition may be granted without prejudice to the public welfare or interests of the corporation, the court may enter a decree in accordance with the petition, whereupon such power shall cease, or such corporation be dissolved.” * * * ' “ Provided, That the [73] deci-ee of said court shall not go into effect until a certified copy thereof be filed and recorded in the office of the secretary of the Commonwealth.” That the act embraces such corporations as the relators, would admit of no doubt, were it not for its title : by that it is denominated “A supplement to the act relating to incorporations by Courts of Common Pleas.” From this it is argued that no other corporations are within its purview than such as owe their existence to the actions of Courts of Common Pleas. But it is well settled that its title is no part of an Act of Assembly. It can be resorted to only when there is doubt in regard to the meaning of the enacting words. In the Act of 1856 there are no words that indicate any legislative intention to restrict the power of courts to any class of corporations. If, however, we did feel justified in holding that, under that act, courts of common pleas are empowered to decree the dissolution of no other corporations than such as may be incorporated by such courts, the question in this case would not be determined against the Commonwealth. The relators were incorporated under the Act of July 18th 1863, the 37th section of which expressly enacts thit “ the Court of Common Pleas of the proper county shall have the same power to dissolve such corporation (that is, corporation created under the act) upon petition filed under the corporate seal which it now has with regard to other corporations.” The intent of this is not doubtful. It can have no meaning at all, if it does not confer upon Courts of Common Pleas the power to dissolve such a corporation as the relators are ; if it does not bring them within the provisions of the Act of April 9th 1856. We are then of opinion that the Court of Common Pleas of the proper county had power to decree the dissolution of the relators, and that it is the duty of the secretary of the Commonwealth to file and record in his office certified copies of such decrees, when they are presented to him. We think, also, that the Court of Common Pleas of Philadelphia is the court of the “ proper county.” By their articles of association the relators agreed that the principal office of the company should be in the city of Philadelphia. The Act of 1863 requires the organic agreement to set forth “ the place within which” corporations created under it are established. The 3d section provides for publication of notice of the first meeting, and prescribes that it shall be “ in some newspaper printed in the county in which said corporation proposes to conduct its business.” Votes of confirmation are to be deposited “ in said county” with the recorder of deeds. By section 18 sales of stock of defaulting proprietors are directed to be advertised in some newspaper published “ in said county.” By the 19th section, certificates of the amount of capital fixed and paid in are required to be recorded in the office of the recorder of deeds “ for said county.” The 22d and 23d sections, as well as the 31st, 32d and 33d sections, make [74] the same reference, and there is nothing in the act which looks to any other county than the one in which by the fundamental articles of agreement it is stipulated the principal office of the company shall be located. That is the “ proper county,” and the Court of Common Pleas of that county has jurisdiction to decree a dissolution of the corporation. Judgment is therefore to be given for the Commonwealth on the demurrer, and a peremptory mandamus is awarded.