Commonwealth ex rel. McCormick v. Keystone Electric Light, Heat & Power Co.

Corporations—Electric light, heat and power companies—.Reorganization —Act of May 25, 1878. Electric light, heat and power companies are manufacturing corporations within the meaning of the act of 1874, and its supplements. They are not exempt from a tax on their capital stock under section 20 of the act of 1885, because they are not within the policy of the legislature in passing that act, and it was not intended that they should share in its benefits. They are included, however, with other manufacturing corporations, in the Act of May 25, 1878, P. L. 145, and the purchasers at the sheriff’s sale of the franchises of such companies are authorized to reorganize as provided by that act.

Appeal, No. 23, May T., 1899, by defendant, from order of C. P. Dauphin Co., Commonwealth Docket, 1898, No. 562, on quo warranto. Quo warranto. Before McPherson, J. The suggestion for quo warranto was as follows: And now, July , 1898, comes Henry C. McCormick, attorney general of the commonwealth of Pennsylvania, into court, and gives the court here to understand and be informed, to wit: that on May 26, 1893, a corporation, by the name, style and title of “The Electric Light, Heat and Power Company, of Gettysburg,” was created under the provisions of the “ general corporation act of 1874” and the supplementary act of May 8, 1889, for the purpose of supplying light, heat and power, by means of electricity, to the public in the borough of Gettysburg, and to such persons, partnerships and corporations therein or adjacent thereto as might desire to use the same; that after-wards, on or about January 28,1896, certain judgments in favor of Adam Ertter and John A. Livers, as plaintiffs, were entered by confession against the said “ The Electric Light, Heat and Power Company, of Gettysburg,” in the court of common pleas of Adams county, upon which said judgments, writs of fieri facias were then and there issued and returned by the sheriff of said county “ nulla bona; ” that afterwards, on or about June 29, 1896, alias writs of fieri facias were issued upon said judgments, and the sheriff of Adams county was directed by the plaintiff to levy “ on all the property, rights and franchises of the defendant corporation and sell the same as a whole, subject to a mortgage for $12,000, recorded in said county in mortgage book L, p. 233, although no previous demand had been made at the principal office of the said corporation or of the president, treasurer, secretary or any other chief officer thereof having charge of such office for the amount of such executions with legal costs, as required by the act of June 13, 1836, which said alias writs of fieri facias were nevertheless levied in accordance with said direction and the said writs returned with such levy indorsed but without any further proceedings being taken or had thereon; that afterwards, to wit: on April 10,1897, pluries writs of fieri facias were also issued upon said judgments, and without any other or further levy or proceedings thereupon, the property, rights and franchises of the said “ The Electric Light, Heat and Power Company, of Gettysburg,” were advertised by the sheriff of Adams county, and on May 1,1897, were sold to the said Adam Ertter and John A. Livers for the sum of $510, and in pursuance of such sale a deed for the said rights and franchises was on June 22,1897, executed and delivered by the said sheriff to the said purchasers; that afterwards, to wit: on February 2, 1898, the said purchasers, claiming to act under the provisions of the act of May 25, 1878, entitled “A supplement to an act entitled ‘An act concerning the sale of railroads, canals, turnpikes, bridges and plank roads,’ approved the 8th day of April, 1861, extending the provisions of said act to coal, iron, steel, lumber or oil or mining, manufacturing, transportation and telegraph companies in this commonwealth,” executed and filed in the office of the secretary of the commonwealth at Harrisburg, a certain certificate purporting to be a certificate of reorganization under the provisions of the said act, and by virtue of said alleged sale and such certificate of reorganization the said purchasers now claim to have and possess all the corporate rights, privileges and franchises of the said “ The Electric Light, Heat and Power Company, of Gettysburg,” and by reason thereof to be a corporation under the name, style and title of “ The Keystone Electric Light, Heat and Power Company, of Gettysburg, Penna.; ” that the alleged sale of the corporate rights, privileges and franchises of the said “ The Electric Light, Heat and Power Company, of Gettysburg,” not having been made in compliance with the act of June 13, 1836, relative to executions against corporations as hereinbefore suggested, was illegal and invalid, and did not operate to vest in the said purchasers airy right in or title to the corporate rights, privileges and franchises of the said corporation, or to vest in the said purchasers any of the privileges or benefits conferred upon the purchasers of corporate rights and franchises at judicial sale by the act of May 25, 1878, or any other act of assembly authorizing or permitting the reorganization of corporations upon a judicial sale of the corporate rights, privileges and franchises thereof; that-neither the said act of May 25, 1878, nor any other act, authorizes the reorganization of any corporation created under the “ general corporation act of 1874,” or its supplements, for the purpose of furnishing light, heat and power, or either of them, to the public by means of electricity, and that in so far as the said act or any other act purports to confer upon the purchasers of the corporate rights, privileges and franchises of any such corporation the right to be a corporation or to have, exercise and enjoy the privileges and powers conferred by the said act of May 25,1878, it is unconstitutional and void, in that no such purpose is set forth or expressed in the title thereof. Whereupon the said attorney general, on behalf of the said commonwealth, makes this complaint and suggests that the court do award a writ of quo warranto in due form commanding the sheriff to summon the said “ The Keystone Electric Light, Heat and Power Company, of Gettysburg, Penna.,” that it shall be and appear before the said court on a certain day certain to show by what authority it claims to have and use the rights, powers, privileges and franchises of a corporation. The court in an opinion by McPherson, J., entered judgment of ouster. Defendant appealed. Error assigned was the judgment of the court.