Commonwealth v. Budd Wheel Co. , 290 Pa. 380 ( 1927 )

Argued May 23, 1927. These two cases raise but one question, viz.: Did the court below err in valuing defendant's no-par capital stock at $100 per share, when determining the amount of bonus which should be paid on the various increases thereof? Defendant being a domestic corporation, this question is to be answered by considering only the statutes of the State; it is not affected by any provision of the Constitution of the United States, or the Acts of Congress passed in pursuance thereof: Roberts Schaefer Co. v. Emmerson, 271 U.S. 50.

Section 1 of our Act of May 3, 1899, P. L. 189, provides "That all corporations hereafter created under any general or special law of this Commonwealth [with certain exceptions] . . . . . . shall pay to the State treasurer, for the use of the Commonwealth, a bonus of one-third of one per centum upon the amount of the capital stock which said company is authorized to have, and a like bonus on any subsequent authorized increase thereof." By section 3 of the Act of February 9, 1901, P. L. 3, 5, the bonus is to be paid "upon the actual increase of the capital stock," but the pertinent provisions of section 1 of the Act of 1899, above quoted, are not otherwise altered. In the present case, the bonus has been calculated only "upon the actual increase of [defendant's] capital stock."

When these statutes were passed, no-par shares had not been authorized in Pennsylvania. This was first done by the Act of July 12, 1919, P. L. 914, section 11 of which [P. L. 916] provides that "For the purpose of computing the bonus required to be paid under the laws of this Commonwealth . . . . . . each share of stock without any nominal or par value, under the provisions of this act, shall be the equivalent of a share having a nominal or par value of $100." It is clear that this refers to shares of stock, for so it says, and hence it is not necessary to consider the numerous statutes and decisions, industriously compiled by defendant's counsel, showing that the words "capital stock" may refer to corporate assets; such statutes and decisions are irrelevant here.

Assuming the Act of 1919 to be constitutional, as we will hereinafter show it is, the accuracy of the decision below seems hardly open to attack. Appellant urges, however, that we decided the other way in Com. v. Wayne Sewerage Co., 287 Pa. 42, 48, when we said that "So far as we have been advised, or by our own investigation have ascertained, no statute authorizes such arbitrary valuation [of $100 per share] except the Act of 1919, and it is, in terms, limited 'to the bonus required to be paid . . . . . . under the provisions of this Act,' that is, the Act of 1919, and hence only applies to the formation, reorganization, merger or consolidation of the corporations specified in it. It says nothing regarding the bonus to be paid on the increase of capitalization by existing corporations which are not being reorganized, merged, or consolidated." Appellant's misunderstanding as to the meaning of the language quoted, arises out of its failure to keep in mind the subject-matter we were then considering. Many, if not most, decisions could be misinterpreted if this necessary rule of construction was thus ignored. The Wayne Sewerage Company was incorporated before the Act of 1919 was passed. It was not reorganized, merged or consolidated with any other corporation. Under the authority contained in the Act of May 21, 1923, P. L. 288, it simply changed stock with a par value into shares with no-par value. Because thereof, the Commonwealth attempted to charge it with an additional bonus, but we held that the provision of that statute, which attempted to authorize the charge, was unconstitutional. We then said, as shown by the above quotation, that the Act of July 12, 1919, was the only one authorizing the arbitrary valuation of $100 per share on no-par stock, and added that it "only applies to the formation, reorganization, merger or consolidation of the corporations specified" in the statute, and "says nothing regarding the bonus to be paid on the increase of capitalization by existing corporations [i. e., those existing when the act was passed] which are not being reorganized, merged or consolidated."

Appellant next contends that the Act of 1919 offends against article III, section 3, of our state Constitution, which provides that "No bill, except general appropriation bills, shall be passed containing more than one subject, which shall be clearly expressed in its title." We do not agree with this contention. The title is as follows: "An act authorizing stock corporations, other than building and loan associations and corporations authorized by law to transact a banking or insurance business, to make provision, upon formation, reorganization, merger, or consolidation, for the issue of either or both preferred or common shares without nominal or par value; regulating the same and such corporations; and prescribing the method of determining the number of shares and capital of corporations issuing shares in such manner."

Few, if any of the provisions of the Constitution, are as often invoked as this one, and its scope and effect should now be fairly well settled. In Reeves v. Phila. Surburban Water Co., 287 Pa. 376, 387, after reviewing a number of the more recent decisions, we said: "The Constitution presupposes a reasonably inquiring state of mind, and such a state of mind would follow the trail indicated by the main part of the titles, into the body of the acts." The main part of the title in the Act of 1919, relates to authorizing certain corporations, upon formation, reorganization, merger or consolidation, to issue shares of stock without nominal or par value. The title then provides for regulating the same (that is such shares) and also such corporations, and prescribing the method of determining the capital of corporations issuing such shares. We said in Sugar Notch Boro., 192 Pa. 349, 353, where the statute then under consideration was entitled "An act regulating boroughs," that "Nothing more general and comprehensive on that subject could have been devised. It included the entire range of borough affairs so far as they were within legislative control." So here, the regulation of corporations issuing no-par shares, and the shares themselves, is clearly broad enough to cover the right to increase or reduce the number of such shares (section 9); and, even without the later part of the title, to determine their valuation for the purpose of assessing the bonus (section 11). No authority to the contrary has been cited to us. The decisions to the effect that where an act provides that the statutory policy of the State shall be so altered as to charge a new party, the fact of such an intention must be "clearly expressed in the title," relied on by appellant, have no bearing here. Only such stock corporations as are authorized to and do issue no-par shares, are to be charged by this statute, and they are specifically named in the title to the act. No earlier statute even referred to such corporations, for none such theretofore existed, hence no statutory change of policy is evidenced by the act.

Nor can appellant be heard to assert that the Act of 1919 violates article III, section 6, of the state Constitution. This objection was not made in the exceptions filed in the court below, and cannot be presented here for the first time: Delaware, Lackawanna Western R. R. Co. v. Com., 66 Pa. 64; Smith v. Yellow Cab Co., 288 Pa. 85. Moreover, if the objection had been made in due course, it would have been unavailing. The constitutional provision is that "No law shall be revived, amended, or the provisions thereof extended or conferred, by reference to its title only; but so much thereof as is revived, amended, extended or conferred shall be reënacted and published at length." Unlike the Act of May 21, 1923, P. L. 288, under review in Com. v. Wayne Sewerage Co., supra, there is in the Act of 1919, no reference to the title of any other statute. Nor do sections 9 or 11 of the act, with which alone we are now concerned, revive or amend the provisions of any other statute, or extend or confer the provisions thereof on anything or anybody. They simply say that corporations authorized to issue no-par shares, may increase their number, and that, when computing the bonus on no-par stock, each share shall be valued at $100.

The Act of April 20, 1927, which was passed to "amend, revise, consolidate and change the laws relating to bonus," is prospective only, and has no relevancy here.

The judgments of the court below are affirmed.