Woodson v. State , 69 Ark. 521 ( 1900 )

Riddick, J.,

(after stating the facts). The only question that we are asked to determine on this appeal is whether the act of April 10, 1899, upon which the prosecution and judgment in this action are based, is a constitutional and valid statute. The first section of the act makes it “the duty of every corporation, company or person engaged in the business of mining and selling coal by weight or measure, and employing twenty or more persons, to procure and constantly keep on hand at the proper place the necessary scales and measures, and whatever 'else may be necessary, to correctly weigh and measure the coal mined by such corporation, company or person.” The second section is as follows: “All coal mined and paid for by weight shall be weighed before it is screened, and shall be paid for according to the weight so ascertained, at such price per ton or bushel as may be agreed on by such owner or operator and the miners who mined the same; provided, that nothing in this act shall be so construed as to prevent said owner or operator from having the right to deduct the weight of any sulphur, slate, rock or other impurities contained in the car and not discoverable until after the ear has been weighed.” Another section provides a punishment for failure to comply with the provisions of the act on the part of persons, corporations and their agents and employees.

It is said by counsel for appellant that this is class legislation, that it is an arbitrary and unreasonable attempt on the part of the legislature to divide the operators of coal mines into two classes, that it permits such an operator employing less than twenty men to pay for digging his coal according to the weight of screened coal produced, while the operator employing twenty men must weigh his coal before screening it, and pay according to the weight thus ascertained. But we do not so understand the statute. The first section, it is true, requires only those operators of coal mines that employ twenty or more persons to keep on hand certain weights and measures, but the second section, for a -violation of which the defendant is being prosecuted, applies, it seems to us, to all operators of coal mines. The language is, “all coal mined and paid for by weight shall be weighed before it is screened,” etc. This includes the small as well as the large operator, though by the first section the operator employing less than twenty men is not required to procure and keep on hand the weights and measures mentioned. He can, if convenient, use the scales or measures belonging to others, but if there are none such convenient he must necessarily keep them, or he cannot pay for his coal by weight. The obvious reason for the distinction in the first section is that it might be very burdensome to require the small operator to keep on hand an expensive set of scales and measures, when his situation might make this unnecessary; whereas the large operator would usually need such scales and measures, and the requirement as to him would usually be less burdensome than it would be upon the small operator. This, it would seem, furnishes a justification for the distinction made by the legislature in the first section, while as to the second section, the one involved here, there is no distinction made. All operators are by it treated alike, and required to weigh before screening all coal mined and paid for by weight. It therefore seems to us that the contention that this statute is an example of arbitrary and unreasonable class legislation cannot be sustained.

It is next said that the act violates the constitution of the state and of the United States “by restricting the right of contract by talcing property without due process of law, and by denying to certain operators and workers in coal mines the right of civil liberty and the pursuit of happiness." In support of this contention, counsel for appellant has favored us with an able and entertaining brief, in which they discuss at considerable length the question of the right of the citizen to make contracts and acquire property. But that is a field into which we need not enter in this case; for, if we concede the contention of counsel that “the right to contract in a lawful private business on terms satisfactory to the parties is a part of the natural liberty of the citizen which the legislature cannot take away,” it does not follow that a corporation is equally exempt from legislative control in that respect. The citizen does not derive Ms right to contract from the legislature. The corporation does, and it possesses only such powers as may be conferred upon it by the legislative will, and these, under our constitution, are liable to be altered, revoked or annulled by the power that granted them. Art. 12, § 6, Const, of Ark. The plain purpose of this constitutional reservation was to keep corporations under legislative control. The only limitation on this power of the legislature contained in our constitution is that the alteration, revocation or annulment of the corporate powers must be made “in such manner that no injustice shall be done to the corporators.” Speaking for myself only, it seems to me that this limitation that “no injustice shall be done to the corporators” is nothing more than would have existed, in the .absence of such words, from general rules of law. In. the absence of such words, the courts would have implied the limitation that no injustice should be done the corporators, for the legislature cannot confiscate the property of the corporation. This power to alter, revoke or annul “cannot be used to take away property already acquired under the operation of the charter, or to deprive the corporation of the fruits actually reduced to possession of contracts lawfully made.” Sinking Fund Cases, 99 U. S. 700, 720; St. Louis, I. M. & S. Ry. Co. v. Paul, 173 U. S. 409.

But it cannot be said to be unjust to the corporators for the state to exercise this reserved power by taking away either a part or all of the corporate powers of domestic private corporations organized since the adoption of the constitution above referred to, for the constitutional provision reserving such power to the state enters into and forms a part of the corporate charters of such corporations. When the state alters or revokes the charter, when it takes away part or all of the corporate powers, it is only acting within the contract made with the corporators in the beginning. But, in exercising the power to alter or revoke, the constitution requires that the property rights of the corporation shall be protected, and that the legislature shall not, under the pretense of altering or revoking the charter, deprive the corporation of its property or of the benefit of contracts lawfully made. To do so would be manifestly unjust, and the law would not permit it. The alteration or revocation of the corporate powers must be effected in such a way as to work no injustice to the corporators. "Personal and real property acquired by the corporation during its lawful existence, rights of contract, or choses in action so acquired, and which do not in their nature depend upon the general powers conferred by the charter, are not destroyed by such a repeal; and the courts may, if the legislature does not provide some special remedy, enforce such rights by the means within their power.” Greenwood v. Freight Co. 105 U. S. 13.

Whether injustice has been done the incorporators depends upon the facts of each ease in which an alteration or revocation of corporate powers has been attempted. But we do not see that the statute under consideration here is open to any such objection. It was made to take effect ninety days after its passage, and was prospective in its operation. It did not interfere with vested rights or existing contracts, or deprive such corporations of any property possessed by them. The purpose of the act, as shown in the title and in the act itself, was to protect a class of laborers against certain frauds which the legislature supposed might be perpetrated upon them in the process of screening, when coal was not weighed until after it had been screened. The act does not require the coal to be weighed when the laborer or miner is paid by the hour or day, or when he is paid by measure and not by weight. Even when the laborer is paid by the weight of the coal mined, it does not attempt to regulate the price to he paid, but expressly leaves that to be settled by the agreement of the parties.

There may be difference of opinion as to the wisdom of such legislation, or as to whether this law will have the effect intended by the legislature. Yet, even if we were convinced that the law was unwise, that would furnish no grounds for refusing to enforce it; for “it is not the province of the courts to supervise legislation, and keep it within the bounds of propriety and common sense.” Sutherland, Stat. Const. § 238. The question of the expediency of such a law is left alone to the legislature. Being satisfied that this control of these corporations engaged in the business of mining coal in this state is authorized by the power reserved in the constitution to “alter, revoke or annul” their charters, we must hold this statute to be valid. A full discussion of this question of the legislative authority to control corporations under this reserved power in the constitution can be found in the following cases: Leep v. Railway Co. 58 Ark. 407; 81. Louis, I. M. & S. Ry. Co. v. Paul, 64 ib. 83; St. Louis, I. M. & S. Ry. Co. v. Paul, 173 U. S. 404. Also in 4 Thompson, Corporations, §§ 5408-5419; 2 Tiedeman, State & Fed. Control, 950.

It is said in the argument that the Central Coal & Coke Company, for whom the defendant was acting when he committed the acts complained of in this prosecution, is a non-resident corporation, organized under the laws of Missouri, and that consequently the provision in the constitution of this state in reference to the alteration, revocation and annulment or charters of domestic corporations does not apply. And this is no doubt true; but, as we said in the cases against the insurance companies, and as the supreme court of the United States has often held, the legislature has power entirely to exclude foreign corporations from doing business in this state, and can, of course, dictate the terms upon which such companies, may do business here. State v. Lancashire Ins. Co. 66 Ark. 466; Waters-Pierce Oil Co. v. Texas, 177 U. S. 28; Paul v. Virginia, 8 Wall. 168, 181.

Such a corporation, to quote the language of the supreme court of the United States in the case last cited, “having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their assent, it follows as a matter of course that such assent may be granted upon such terms and conditions as those states may think proper io impose. They may exclude the foreign corporations entirely; they may restrict its business to particular localities; or they majr exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest. The whole matter rests in their discretion.”

Our state constitution recognizes this right of the state by providing that foreign corporations may be authorized to do business in this state under such limitations and restrictions as may be prescrbed by law. “Provided that * * * they shall be subject to the same regulations, limitations and liabilities as like corporations of this state, and shall exercise no other or greater powers, privileges or franchises than may be exercised by like corporations of this state.” Const. 1874, art. 12, § 11. It will be seen from this section of our constitution that the legislature has no power to give a foreign corporation greater powers, privileges or franchises than may be exercised by like domestic corporations. “The power of a state,” says the United States supreme court, “to impose conditions upon foreign corporations is certainly as extensive as the power over domestic corporations.” “That which a state may do with corporations of its own creation it may do with foreign corporations admitted into the state.” Orient Ins. Co. v. Daggs, 172 U. S. 566.

We are, therefore, of the opinion that this act is a valid law, so far as it affects corporations, either foreign or domestic.

It is said that the defendant in this case is not a corporation, but a natural person. But he was acting for a corporation, and, if the state has the right to forbid certain acts on the part of corporations, it can enforce such law by imposing a penalty upon the agents of corporations who may commit the forbidden act.

The contention that this law unlawfully abridges the right of the laborer to contract cannot be sustained. The right to contract upon the part of the citizen is not unlimited. One has no right to complain that the law will not permit him to malm valid contracts with an infant or insane person, or that it will not allow him to make usurious or other forbidden contracts. It is equally plain that, if one deals with a corporation, he can only make such valid contracts with it as the law may authorize it to make. He cannot complain that the powers of such company to contract are limited and less than those of a natural person. If this law is valid as to corporations, the laborers who deal with such corporations have no right to complain, and much less does the corporation have the right to complain that the law infringes upon the contractual powers of its employees. We are not called on in this case to decide whether this statute is valid as against owners and operators of coal mines other than corporations. It is sufficient to say that we are of the opinion that so much of the statute as is questioned in this case is valid as to corporations owning and operating coal mines in this state. That being the only question presented on this appeal, the judgment of the circuit court must be affirmed.

WOOD; J., not participating.