Fort Pitt B. & L. Ass'n v. Model Plan B. & L. Ass'n , 159 Pa. 308 ( 1893 )

Opinion by

Mr. Chief Justice Sterrett,

The first sections of the acts of April 20,1869, and June 13, 1883, to use the apt expression of our Brother Mitchell, in a similar ease (Newbold v. Pennock, 154 Pa. 591), “ Cannot stand together without establishing two methods of practice for reaching precisely the same result, or making a mongrel method which is not the one prescribed by either statute” in. the creation of corporations of the second class. The power which was vested in the court of common pleas by the act of 1869 to “ change the name, style and title of any corporation ” was necessarily implied in the power which was conferred on the governor by the act of. 1883 to improve, amend or alter the articles and conditions of any charter. u The name is an indispensable part of the constitution of every corporation, the knot of its combination, as it has been called, without which it cannot perform its corporate functions. This name is conferred by the charter, and cannot be changed without an alteration of the charter. A general power to alter or amend implies a power to alter or amend any part of the charter, and necessarily includes the power to alter the name which is part of the charter:” Thayer, P. J., in Aid Association, 12 W. N. 271. The power to change the name of corporations conferred by the two acts being then the samé and held by different but co-ordinate authorities, how shall it be exercised ? This question is answered by the principle that a subsequent statute, revising the whole subject-matter of the former, and evidently intended as a substitute for it, although it contains no express words to that effect, must, in accordance with principles of law, as in reason and common sense, operate to repeal the former: Rhoads v. B. & L. Ass’n, 82 Pa. 180. The act of 1883 revised the whole subject-matter of the act of 1869, and-was evidently intended as a substitute so far as related to corporations of the second class. A new system was devised and in it a tribunal was created for the amendment of charters; and the act of 1869 was thereby rendered useless. Acts which grant a right conditioned on different things are clearly inconsistent: Gwinner v. Lehigh, etc. R. R. Co., 55 Pa. 126. The legislature certainly never contemplated, in passing the act of 1883, that the courts of common pleas and the governor should act jointly. If independently, under which act should proceedings be had; and would change of name, made under one, satisfy the other; if refused by one, could a change be granted by the other? Assuming the act of 1869 as still in force, these and other embarrassing questions which might be suggested would give rise to doubt, confusion and endless litigation. There is no apparent reason why this condition of affairs should exist. The methods provided by the two acts looked to precisely the same result; they cannot be harmonized; and the act of 1883 was useless and vain unless it was intended to provide a substitute for the act of 1869. The evident purpose of the legislature in passing the act of 1883 was to provide a new, uniform and exclusive, method for the amendment of charters of corporations of the second class. It follows the change of name of the Model Plan Building & Loan Association authorized by the court of common pleas under the act of 1869 was illegal and void, and that plaintiff has a right to the exclusive use of the corporate name of Fort Pitt Building & Loan Association.

The name being an essential in plaintiff’s corporate existence, its further wrongful use by defendant will have a natural tendency to injuriously affect plaintiff’s identity and business. For this the law has no adequate remedy and resort was properly taken to the equitable remedy by injunction ; and as the plaintiff’s exclusive right rests not in parol, but in the record before the court, a final disposition of the matter will now be made: Newby v. Oregon Co., 1 Deady, 609.

The decree of the common pleas, sustaining the demurrer, is therefore reversed; and it is now adjudged and decreed that the plaintiff has a right to the exclusive use of the corporate name, “ Fort Pitt Building & Loan Association,” and that the defendant, its officers, members, servants, agents and employees be perpetually enjoined and restrained from further using the said corporate name of the plaintiff, and it is further ordered that the defendant pay the costs, including the costs of this appeal.