Montel v. Consolidation Coal Co.

Miller, J., delivered the opinion of the Court. The proceeding in this case was instituted in March, 1873, by the appellants, against the appellee under the Act of 1864, ch. 371, and the first question to be decided is whether that Act is repealed by the general corporation law of 1868, ch. 471. The Act of 1864, in terms adds an additional section to Article 26 of the Code of Public General Laws relating to corporations, and the added section provides in substance, that if any person shall be aggrieved by any company incorporated by the laws of this State, to transport persons or property for hire, “by reason of anything done or omitted to be done by the said company in violation or contravention of its duty in regard to the transportation or carriage of property or persons,” it shall be lawful for such person to apply by petition, “in a summary way,” to the Circuit ¹⁶⁹ Court for tbe County where the company has an office for the transaction of its business, for relief against the alleged grievance, and such Court shall thereupon appoint a short day for hearing the petition, of which the company shall have notice, and on the hearing, or in case the company shall fail to appear, and show cause against the application, the Court shall and may on examination of the petition produced in support thereof, “ pass such order for relieving the petitioner, or otherwise as to justice shall appertain,” and shall have full power to enforce obedience to such “order by writ of injunction or attachment or other process which would be applicable in the enforcement of the said order, in the event that the same had been passed by the said Court in the exercise of its general equity jurisdiction.” The law of 1868, ch. 471, though professing by its title to be an Act to repeal Article 26, of the Code of Public General Laws, and to enact a substitute therefor, and to repeal other provisions of the Code, relating to suits, process and proceedings against corporations, contains no express repealing clause to that effect, and an examination of its numerous sections has convinced us, there is no such plain and unavoidable inconsistency or repugnancy in any of its provisions, to those of the particular section added to the Code by this Act of 1864, as would work a repeal thereof by implication, as the rule on that subject is generally understood and applied. The general rule is well settled, that several successive statutes on the same subject are to be construed together, and a subsequent law will not repeal a former one, if by construction they can be made to stand together.

If, therefore, the Act of 1868, presented an ordinary case for the application of the rule of repeal by implication of a former statute in pari materia, it would not have that effect. But this law belongs to a class of legislation not unfrequent in modern times, where it becomes neces ¹⁷⁰ sary to revise and amend all existing laws upon some important matter, and establish in lieu thereof, a new and general law or Code, embracing a complete scheme of legislation on that particular subject. The Act of 1868, is emphatically a law of this character. The necessity for such a law upon the subject of corporations, had become so obvious and important, that by the Constitution, (Art. 3, sec. 48,) it was made the duty of the Governor, as soon as practicable after its adoption, to appoint three Commissioners learned in the law, whose duty it should be to prepare drafts of general latos providing for the formation of corporations, and for all other cases where a general law can be made, and for “revising and amending” so far as may be necessary or expedient the general laws in existence on the 1st of June, 1867, providing for the creation of corporations, and for other purposes, and that such drafts of laws should be submitted to the General Assembly for its action thereon.

These commissioners were accordingly appointed, and in discharge of their duty in revising and amending existing laws on the subject of corporations, drafted and submitted the Act of 1868, which was adopted by the Legislature. When they addressed themselves to this duty they had before them Article 26 of the Code, consisting of one hundred and twenty-one sections, to which had been added one section by the Act of 1864, and'five others by the Act of 1867, ch. 379, all of which in express terms were made part of the same Article. There were also before them section 22 of Article 16, sections 91 to 103 of Article 75, and sections 33 to 43 of Article 88 of the Code, all of which, as well as the section enacted by the Act of 1864, related especially to suits, process, and proceedings against corporations, as well those then existing as those thereafter to be formed, and whether formed under general laws or created by special statutes. These were the existing general laws relating to corporations, which, by the terms of the Constitution it was ¹⁷¹ made tbe duty of the Commissioners to revise and amend.

The result of their labors is the Act of 1868, consisting of two hundred and nineteen sections. This Act omits some of the sections in the several Articles of the Code referred to, including that incorporated into Article 26 by the Act of 1864. It modifies and amends some, and includes many others which are copied into it word for word, with no change whatever. It also contains many new and important additions, and carefully arranges and systematises the whole subject.

An examination of its provisions, without resort to its title for aid in that respect, has satisfied us the Legislature intended this law to be a substitute for all existing general laws on the same subject. The requirements of the Constitution, the parties by whom, and the manner in which it was adopted, as well as the framework, scope and extent of the Act itself, show this beyond question. Now, what is the rule of construction in such cases settled by numerous decisions of high authority? It is thus stated by the Supreme Court of Massachusetts in Bartlet vs. King, 12 Mass., 545 : “A subsequent statute revising the whole subject-matter of a former one and evidently intended as a substitute for it, although it contains no express words to that effect, must on principles of law as well as in reason and common sense, operate to repeal the former.” In that case, as stated in the subsequent decision in Nichols