Luman v. Hitchens Bros. Co.

McSherry, C. J., delivered the opinion of the Court. The proceedings in this case are designed to test the constitutionality of chapter 493 of the Acts of the General Assembly of this State, passed at the January session of 1898. The title of the statute is in these words : “An Act to prohibit railroad and mining corporations, their officers and agents from selling or bartering goods, wares or merchandise in Allegany County to their employees.” The first section enacts : “ That it shall not be lawful for any railroad or mining corporation, doing business in Allegany County, nor for the president, vice-president, manager .superintendent, any director or other officer of such corporation, to own or have any interest in any general store or merchandise business in Allegany County, in which goods, wares and merchandise are sold, nor to conduct or carry on any such business, or have any interest in the profits of the same in Allegany County, nor to sell or barter any goods, wares or merchandise in such county.” The remaining sections are set forth in the margin. * The appellee is a ²² trading corporation. One of its stockholders is a director in the Barton and George’s Creek Coal Company, a mining corporation of Allegany County.

By the general laws of the State, before a person or a corporation can lawfully conduct a merchandising business in any county, a trader’s license must be procured from the Clerk of the Circuit Court. In the latter part of April, eighteen hundred and ninetymine, application was made by the appellee to the appellant, who is the Clerk of the Circuit Court for Allegany County, for a trader’s license. The Clerk refused to issue the license unless the oath prescribed by the second section of the Act, now under review, was first taken by some officer of the appellee corporation, but the treasurer of the appellee refused to make the oath because one of the stockholders of the Hitchens Brothers Company was a director in a mining corporation. Thereupon the Clerk declined to issue the license applied for by the appellee, and the latter filed in the Circuit Court a petition praying that a mandamus might go out directing the Clerk to issue the license.

Ultimately, a pro forma order was passed, requiring-the Clerk to deliver the license ; and from that order this appeal has been taken. ²³ The validity of the statute has been assailed upon a number of grounds, some of which will now be considered. The title declares that the Act is an Act to prohibit railroad and mining corporations,their officers and agents, from selling goods, wares and merchandise to their employees ; whereas, the body of the Act makes it unlawful not only for a railroad and a mining corporation to sell or barter any goods, wares or merchandise, but for any president, vice-president, manager, superintendent, director or other officer of such corporations to own or have any interest whatever in any store or merchandise business in Allegany County, without the slightest reference to whether sales are made to the employees of railroad or mining corporations or not. There are two things prohibited in the body of the Act under a title indicating a purpose to prohibit but one thing ; and that one thing is a wholly different thing from the two which are prohibited. The title relates to sales to employees ; the body of the Act prohibits railroad and mining corporations from selling at all; and it also, without qualification, prohibits the designated officers from having any interest in any store, and from selling to any person any goods, wares or merchandise in the county.

The title indicates that the Act is designed to provide a restricted prohibition, whilst the body of the Act declares an unrestricted prohibition. A provision forbidding a sale to employees is widely different from, because much narrower than, a provision forbidding a sale to any one. Though the title need not contain an abstract of the bill, nor give in detail the provisions of the Act, it must not be misleading by apparently limiting the enactment to a much narrower scope than the body of the Act is made to compass ; nor must there be cloaked in the enactment any foreign, discordant or irrelevant matter not disclosed in the title. No one reading a title which was confined to a prohibition against particular persons selling to their employees would ever infer that the thing actually prohibited in the Act itself was a sale by those persons to any one.

The wisdom of requiring the title to disclose the subject of the statute and confining the ²⁴ Act to that one subject is illustrated by the legislation now before us. It may well be (assuming such legislation would be free from other infirmities) that there could be no objection to prohibiting officers of railroad and mining corporations from selling merchandise to their employees, whilst there would be very serious objections to prohibiting such officers from selling to other persons. The Act goes far beyond the purpose declared in its title, and in this respect disregards the provisions of sec. 2p, Art. 2 of the Constitution of Maryland, which declares “ that every law enacted by the General Assembly shall embrace but one subject, and that shall be described in its title.” Scharf v. Tasker, 73 Md. 378 . We have before us now the reverse of the situation which was presented in Drennen v. Banks, 80 Md. 318.

In that case there were two component parts of one title. Both of these were comprehensive enough to include under either, the whole of the enacted legislation; but it was insisted that the use of the two, narrowed the scope of the title, and that therefore the body of the Act was wider than the title, as thus narrowed, indicated. This contention was not adopted and it was held that two universal propositions could never be equivalent to a particular proposition—that the two general titles, neither being the contrary of the other, continued to be general when used together, and did not become more restrictive, when conjoined, than either would have singly been. In the case at bar the title of the Act relates to a particular prohibition and the effort is to include under that a general, or at least, a very much broader prohibition in the body of the Act.

But we need not pursue this discussion farther, because there is another objection equally apparent and equally fatal to the Act, and that objection is founded on the Fourteenth Amendment to the Constitution of the United States. Section one of ,that amendment guarantees the equal protection of the laws to all persons alike. It applies to corporations as well as to individuals. Railroad Co. v. Ellis, 165 U. S. 150 .

A statute which denies to one per ²⁵ son the protection that is accorded to others under the same conditions and in the like situation, or which imposes on one a burden not similarly borne by others, is, because it so discriminates, in both instances, invalid under the paramount organic law. Though it was perfectly competent to the Legislature to prevent railroad and mining corporations from engaging in the business of bartering or selling goods, wares and merchandise, either by not conferring such a power upon them in their charters, or, if it had been conferred then, by subsequently amending the charters and imposing the restriction by such an amendment; yet, it was obviously not within the power of the General Assembly to deny to particular individuals who happened to be officers of those corporations, and merely because they were such officers, the right which every other citizen of the councy, whether an officer of other corporations or not, possessed to sell goods, wares and merchandise within the county. Whilst the Legislature may, under conditions, create classes and subject all persons coming within the classifications to burdens or duties not imposed upon individuals outside of the classes, these classifications must not be arbitrary or unreasonable, but must rest upon some difference which bears a reasonable and just relation to the Act in respect to which the classification is proposed. It may not single out the directors of one corporation, and solely because they are such directors, prohibit them from engaging in some other business open to the directors of all other corporations ; any more than it can by a general enactment, not passed in the exercise of the police power, burden one corporation with a liability from which other corporations of the same kind under precisely similar circumstances are relieved. “ The State may not say that all white men shall be subjected to the payment of the attorneys’ fees of parties successfully suing them, and all black men not.

It may not say that all men beyond a certain age shall be, alone, thus subjected, or all men possessed of a certain wealth. These are distinctions which do not furnish any proper ²⁶ basis for the attempted classifications.” Railroad Co. v. Ellis, supra. Assuming that the Act of 1898 does no more than prohibit an officer of a railroad or mining corporation from selling goods, wares and merchandise to the company’s employees, the inquiry is presented whether the sale of goods by a person who is an officer of a mining or a railroad corporation to an employee of that company differs in substance and in principle from a sale of goods by an officer of any