Académique Documents
Professionnel Documents
Culture Documents
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STREET, J.:
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1 49 Phil., 823
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In Lewis vs. Dunne (134 Cal., 291), the court had before
it a statute entitled "An Act to revise the Code of Civil
Procedure of the State of California, by amending certain
sections, repealing others, and adding certain new
sections." This title was held to embrace more than one
subject, which were not sufficiently expressed in the title.
In discussing the question the court said:
"* * * It is apparent that the language of the title of the
act in question, in and of itself, expresses no subject
whatever. No one could tell from the title alone what
subject of legislation was dealt with in the body of the
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act such subject, so far as the title of the act informs us,
might have been entirely different from anything to be
found in the act itself. * * *
"We cannot agree with the contention of some of
respondent's counselapparently to some extent
countenanced by a few authoritiesthat the provision of
the constitution in question can be entirely avoided by the
simple device of putting into the title of an act words which
denote a subject 'broad' enough to cover everything. Under
that view, the title, 'An act concerning the laws of the state/
would be good, and the convention and people who framed
and adopted the constitution would be convicted of the folly
of elaborately constructing a grave constitutional limitation
of legislative power upon a most important subject, which
the legislature could at once circumvent by a mere verbal
trick. The word 'subject' is used in the constitution in its
ordinary sense and when it says that an act shall embrace
but 'one subject,' it necessarily implieswhat everybody
knowsthat there are numerous subjects of legislation,
and declares that only one of these subjects shall be
embraced in any one act. All subjects cannot be conjured
into one subject by the mere magic of a word in a title. * *
*"
In Rader vs. Township of Union (39 N. J. L., 509, 515),
the Supreme Court of New Jersey made the following
observation:
"* * * It is true, that it may be difficult to indicate, by a
formula, how specialized the title of a statute must be but
it is not difficult to conclude that it must mean something
in the way of being a notice of what is doing. Unless it does
this, it can answer no useful end. It is not enough that it
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440
existence of this contract with Mr. Melian did not affect the
association's legal character. The inference is that the
contract under consideration was then considered binding,
and it occurred to no one that it was invalid. It would be a
radical step indeed for a court to attempt to substitute its
judgment for the judgment of the contracting parties and to
hold, as we
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tion to capital with respect to shares not fully paid up, and
the remainder of the profits, if any, corresponding to such
shares, shall be delivered to the holders thereof in
accordance with the provisions of the bylaws."
The ground for supposing the issuance of the "special"
shares to be unlawful is that special shares are not
mentioned in the Corporation Law as one of the forms of
security which may be issued .by the association. In the
agreed statement of facts it is said that special shares are
issued upon two plans. By the first, the subscriber pays to
the association, upon subscribing, P160 in cash, on account
of each share. By the second, the shareholder, upon
subscribing, pays in cash P10 for each share taken, and
undertakes to pay P10 a month, as dues, until the total so
paid in amounts to P160 per share. On December 31, 1925,
there were outstanding 20,844 special shares of a total paid
value (including accumulations) of P3,680,162.51. The
practice of El Hogar Filipino, since 1915, has been to
accumulate to each special share, at the end of the year,
onetenth of the dividend declared and to pay the
remainder of the dividend in cash to the holders of shares.
Since the same year dividends have been declared on the
special and common shares at the rate of 10 per centum per
annum. When the amount paid in upon any special share
plus the accumulated dividends accruing to it, amounts to
the par value of the share (P200), such share matures and
ceases to participate further in the earnings. The amount of
the par value of the share (P200) is then returned to the
shareholder and the share cancelled. Holders of special and
ordinary shares participate ratably in the dividends
declared and distributed, the part pertaining to each share
being computed on the basis of the capital paid in, plus the
accumulated dividends pertaining to each share at the end
of the year. The total number of shares of El Hogar Filipino
outstanding on December 31, 1925, was 125,750, owned by
5,826 shareholders, and divided into classes as follows:
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time. (Rhodes vs. Missouri Savings & Loan Co., 173 111.,
621, 629 42 L. R. A., 93.)"
The same opinion quoted from Endlich on Building
Associations, section 7, who was termed a leading authority
upon such associations, on the subject of the primary
designs and general operation of building associations, the
following:
"The idea which first gave rise to the institution of
building associations, which furnished their ostensible and
legitimate raison d'etre, and which secured to them their
popularity and their, in many respects, exceptionally
favored position before the law, is that of enabling persons
belonging to a class whose earnings are small, and with
whom the slowness of the accumulation discourages the
effort, to become, by a process of gradual and compulsory
savings, either at the end of a certain period, or by
anticipation of it, the owners of homesteads. The operation
of the scheme may be easily understood."
The same opinion quoted from Thornton and Blackledge
in their work on Building and Loan Associations, at page 6
the following:
"Societies, known as building, loan fund, and savings
association, are. now recognized as important factors in the
social and economic development of this country. The
controlling idea is the massing of the separate earnings of
wageworkers, and the savings of persons of small means,
in such a manner as to aid them in procuring homes. It
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purposes. The Government has made out its case, but the
defendant should be permitted a reasonable time to fulfill
the conditions laid down in this decision.
ROMUALDEZ, J., dissenting:
I believe that the defendant corporation should be
compelled to observe the law and to confine itself to its
object and purposes as a building and loan association
existing under Act No. 1459, and that it should be given a
reasonable period within which to do so.
I am of this opinion on the ground that, to my mind, said
corporation has deviated from the law and its own object
and purposes by adopting articles 10, 70, and 76 of its by
laws in permitting the perpetuation of the same directors,
and in making loans to persons who are not stockholders
and to wealthy persons or companies in extremely large
amounts.
Writ granted in part.
______________
Copyright2017CentralBookSupply,Inc.Allrightsreserved.
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