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