Roane Iron Co. v. Wisconsin Trust Co.

WiNsnow, J. On the 8th day of June, 1896, the Moore Manufacturing & Foundry Company, a corporation, made a voluntary assignment for the benefit of its creditors to the Wisconsin Trust Company, which accepted the trust, and received into its possession the property of the assignor. The trust company is a corporation organized and existing under ch. 158, Laws of 1887, ch. 263, Laws of 1891, and ch. 160,. Laws of 1895. The trust company took no oath, and gave no bond as assignee, but had complied with all the requirements of law as to the depositing of securities with the state treasurer. The plaintiff company, being a creditor of the assignor, thereupon garnished the trust company, and claims [275] that the assignment is void. The garnishee is a trust company organized pursuant to law for the purpose of acting as trustee in the execution of trusts of various kinds, and among the powers conferred on it by law it is authorized to execute the offices of executor, administrator, trustee, receiver, or assignee, and in such cases it is not required to take any oath, or give any bond or security, except in the discretion of the court, other than the deposit of a certain amount of securities with the state treasurer. Sec. 6, ch. 263, Laws of 1891, as amended by ch. 160, Laws of 1895. The principal contentions made by the appellant are that the law authorizing such companies to act as assignee without bond such as is required of a natural person is unconstitutional, as special legislation, conferring corporate powers, and as discriminating in favor of a class. Const. Wis. art. IY, sec. 31. It is also claimed that the act attempts to confer banking powers, and hence is void, because it has not been submitted to vote of the people. Const. XI, sec. 5. That a corporation may be authorized by law to act as trustee is very well settled. 1 Beach, Trusts, § 12; 2 Beach, Trusts, §§ 671, 675; Chaplin, Express Trusts, § 112. That the law authorizing the organization of such corporations is a general, and not a special or private, law, is certain. There is no more reason for calling it a special or private law than there is for calling all of the general laws which authorize the formation of corporations for specified purposes and with specified powers, special or private laws. The fact that it gives no bond except in the discretion of the court, but gives security by depositing securities with the state treasurer, cannot be considered as unjust discrimination. Such reasoning would invalidate many just and salutary laws. The question is one of legislative policy. Minnesota L. & T. Co. v. Beebe, 40 Minn. 7. We have not been able to see that the act confers banking powers on such companies. The act itself provides that [276] “nothing herein contained shall be construed as giving the right to issue bills to circulate as money, or buy or sell bank exchange, or do a banking business.” An attempt was made to show that certain of the subscriptions to the capital stock of the trust company had not been paid in cash, but in securities. This question could not be raised by collateral attack.. The judgment dismissing the garnishment proceedings was plainly right. By the Court.— Judgment affirmed.