Mechanics & Farmers Sav. Bank v. Commonwealth

Opinion of the Court by Judge Carroll Reversing. This appeal is prosecuted from a judgmentjagnL--victing the appellant of failing to have'printed on its place of business the word “Incorporated.” The indictment was found under section 576 of the Kentucky Statutes of 1903, reading as follows: “Every corporation organized under the laws of this State, and every corporation doing business in this State, shall, in a conspicuous place on its principal place or places of business, in letters sufficiently large to "be easily read, have painted' or printed the corporate name of such corporation, and immediately under the same in like manner shall be printed or painted the word ‘Incorporated.’ And immediately under [192] the name of snch corporation upon all printed or advertising matter used by such corporation, except railroad companies, trust companies, insurance companies, banks, and building and loan associations, shall appear in letters sufficiently large to be easily read, the word ‘Incorporated.’ Any corporation which shall fail or refuse to comply with the provisions of this section shall be subject to a fine of not less than one hundred nor more than five hundred dollars.” ' It is the contention of appellant that the exception of railroad companies, banks, trust companies, insurance companies, and building and loan associations applies to the entire section, and is not confined to that part of the section that relates to advertising matter. For appellee the argument is made that as the section is divided into two sentences, and the exception is contained in the second sentence, it relates exclusively to the matter contained in that sentence, and only excepts the corporations mentioned from the obligation of using upon printed or advertising matter the word “Incorporated;” that no corporations are excepted from the operation of the first sentence of the section. lt~i§--tufamiliar rule in the construction of statutes that the intention Of the lawmaking department in its enactment must be considered, and that the courts must look beyond the letter of the statute to ascertain its purpose. Brown v. Thompson, 14 Bush, 538, 29 Am. Rep. 416; Commonwealth v. Reynolds, 89 Ky. 147, 11 Ky. Law Rep. 445, 12 S. W. 132, 20 S. W. 167; Commonwealth’s v. Davis, 12 Bush, 240; Sams v Sams’ Adm’r, 85 Ky. 396, 3 S. W. 593. Applying these rules of construction — which' are fully supported by section 459 of the Kentucky Statutes of 1903, providing, in part, that “all statutes shall be [193] construed with a view to carry out the intention of the Legislature” — to the statute before us, our conclusion is that it was the legislative, intent, although not accurately expressed, to exempt railroad companies, banks, trust companies, insurance companies, and building and loan associations from the operation of the statute, as the purpose of the statute was. as said by this court, “to inform the public generally, as well as individually, whether or not the concern they were dealing with was a person, partnership, or corporation, so that they might know what property to look to for the collection of debts or the enforcement of contract rights. ' In corporations the individual property of the stockholders is not liable for the corporate debts, and in many instances the corporations themselves are not' only irresponsible, but insolvent, and motives of public policy induced the enactment of this law, intended for the protection of the people of the State. Jung Brewing Co. v. Commonwealth, 123 Ky. 389, 96 S. W. 476, 29 Ky. Law Rep. 821; Commonwealth v. American Snuff Co., 125 Ky. 350, 101 S. W. 364, 30 Ky. Law Rep. 1373; Commonwealth v. Remington Typewriter Co., 127 Ky. 177, 105 S. W. 399, 32. Ky. Law Rep. 189.” And as railroad companies, banks, trust. companies, insurance companies, and building , and loan associations cannot under the law be conducted or operated except by corporations, there .is no reason why concerns that must be incorporated to carry on business should be required to have printed upon their place of business the word “Incorporated.” It is difficult to understand, what purpose the Legislature could have had in requiring the corporations mentioned to have printed in a conspicuous place at their place of business the word “Incorporated,’’ and [194] yet exempt them from using the word “Incorporated” upon all printed and advertising matter used by them. The public reasons that would' require them to have the word 4 4Incorporated” printed on thieir place of business would seem to demand that the same means be employed in the distribution of advertising matter; and the- fact that they are exempted from one makes it reasonable to assume that it was- the intention to exempt them from the- other.- This section, as originally enacted by the Legislature, was section 39 of article 1 of the act relating to corporations, found in Acts 1891-92-93, p. 627, c. 171. In this section all corporations were required to have the word “Incorporated” painted or printed in a conspicuous place On their place or places of business, and also upon all printed or advertising -matter. used. This act was amended by an act that may be found at page 1257, c.- 243, Acts 1891-92,793, sec. 576 Ky. Stat. 1903, by inserting the words 4 4 except railroad companies, banks, trust companies, insurance companies, and building and loan associations;” and it was evidently intended that this exception should apply to the entire" section, and not to a particular part of it. It' may also be noticed that in the original act . there'is a semicolon between the'wórds44Incorporated” and 44and,” whilst in the statute they are separated by a period. We do not, however, -regard this error in punctuation as essentially changing the intention of the act. ■ Wherefore the judgment of the lower court is reversed, with'directions to sustain a demurrer to the indictment. ■- ■ : -