Reed v. Baltimore Trust & Guarantee Co.

Briscoe, J., delivered the opinion of the Court. The bill in this case, which was filed on the 28th of March, 1890, is for an injunction to restrain the Baltimore Trust and Guarantee Company from acting as assignee, trustee, receiver, executor, administrator, guardian, or in any other fiduciary capacity, under the orders or decrees of Courts of record, as under its charter it is authorized to do. The bill of complaint, upon demurrer, was dismissed by the Court; and from this decree an appeal has been taken. The appellant is a holder of twenty-five shares of the capital stock of the company, and charges that the charter of the said corporation, so far as it authorizes the said corporation to exercise the powers and perform the duties of trustee, &c., is unconstitutional and void, as being in violation-of Section 48 of Article 3 of the Constitution, which provides, “that corporations may be formed under the general laws, but shall not be created by special Act, except for municipal purposes, and except in cases where no general laws exist providing for the creation of [533] corporations of the same general character as the corporation proposed to be created; and any act of incorporation passed in violation of this section shall be void.” And the hill further charges that, at the time of the incorporation of said company hy the special Act of the said General Assembly, (Act of 1882, chapter 495,) a general law existed providing for the creation of trust companies, Article 23, section 29, of the Code of Public General Laws, (Act of 1876, chapter 269,) in the following words: “For the formation of Savings Institutions, Trust Companies, and Guarantee Companies.” The answer of the appellee, among other things, states that no general law existed, providing for the creation of corporations of the same general character as the defendant corporation at the time of the passage of the special Act incorporating said company. The inquiry, then, is, from the above statement of this case, is there any general Act providing for a corporation with powers, rights and functions similar to those granted by the special Act to this appellee ? The answer will be found in stating some of the provisions of its charter relating to its trust powers. They are, “that the corporation has power to accept and execute trusts of every description, which shall be entrusted to it by any person or corporation, or by the order of any Court of record. “Any Court shall have the power to appoint it guardian of an infant, or committee of a lunatic. Any Court of any State may direct money lying in Court awaiting distribution to be deposited with the company.” It is expressly authorized to act as executor, administrator, guardian, assignee, or receiver, and to collect the incomes of estates, and take custody of wills and legal documents. Whenever it is appointed to act in any fiduciary capacity under its charter, the capital stock and its property as paid in shall be taken and considered [534] as the security required by law for the faithful performance of its duties, and no bond or other security shall be required of it. It is made the legal depository for public funds, and all public officers and executors, trustees, &c., are authorized to deposit money and valuables under their charge with the company for safe-keeping. There is also a general provision authorizing it to act as a safe deposit company, in the following words: “Section 20. That said company may receive, uj)oia storage, deposit, or otherwise, merchandise, specie, plate, stocks, promissory notes, certificates and evidences of debts, contracts, and all other personal properties whatsoever ; take charge and custody of real and personal estates and securities, and advance money thereupon on such terms as may be established or approved by said company.” In addition to the above powers, there is a provision authorizing the corporation to form a Board of Arbitration, and act as a public arbitrator as follows : “Section 23. Said company shall have power and authority to provide rules, regulations, by-laws or otherwise, for, and to determine all matters of arbitrament or award, referred or submitted to them" by order of any Court, or agreement of parties in interest whatsoever, upon such terms as may be agreed upon, provided or established by said Courts or said parties.” It will at once be seen that there is no general law conferring such rights, or under which a company could have been formed with similar powers, as were granted by the special Act to this company; and it cannot be considered a corporation of the same general character as any corporation which could have "been formed under the Act of 1816. There is no general provision for the formation of trust and deposit companies, or for á deposit company, under the general Incorporation Law of this [535] State with powers similar to those granted to this company. Hence, there was no way by which such corporate rights and powers could have been conferred, except by a special Act of the Legislature. This Court held in the cases of President, &c., of Georgetown College, et al. vs. Browne, 34 Md., 450; Frostburg Mutual Building Association vs. Lowdermilk, 50 Md., 175; Ellicott Machine Co. vs. Speed & Co., et al., ante p., 22, that a corporation could not act in the capacities of executor, administrator, guardian, trustee, &c., without express and special authority. A trust company, then, formed under the general incorporation laws of the State, for the purposes included within any of the twenty-one enumerated classes as provided by Article 23 of the Code, (the Act of 1876,) would be powerless to exercise such corporate powers and rights as were granted and conferred to this company by the special Act of the Legislature, because those special rights, powers and franchises could not be brought within the provisions of the general statute, or granted and conferred under the general incorporation law of the State. (Decided 20th June, 1890.) For these reasons, the decree of the Court refusing an injunction in this case will be affirmed. Decree affirmed.