Fort Pitt B. & L. Ass'n v. Model Plan B. & L. Ass'n
Fort Pitt B. & L. Ass'n v. Model Plan B. & L. Ass'n
Opinion of the Court
Opinion by
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
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.
Reference
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- Statutes — Repeal by implication. A subsequent statute revising the whole subject-matter of a former statute, and evidently intended as a substitute for it, although it contains no express words to that effect, operates to repeal the former. Corporations — Charter—Name—Amendment. A general power to alter or amend a charter of a corporation 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. Change of name of corporation — Acts of April 20, 1869 ; June 13, 1883. The act of June 13, 1883, P. L. 122, which authorizes corporations desiring to amend or alter their charters to apply to the governor therefor, repeals the act of April 20, 1869, P. L. 83, which authorized the courts of common pleas to change the name, style and title of corporations. Equity — Injunction—Name of corporation — Dismissal of bill — Final decree — Practice, Supreme Court. A court of equity has jurisdiction to entertain a bill by a corporation to restrain by injunction another corporation from wrongfully using plaintiff’s name. When such a bill has been dismissed by the lower court on demurrer, the Supreme Court, in reversing the decree, may enter a decree finally disposing of the whole matter, as plaintiff’s right rests not in parol, but in the record before the court.