Ogden Chamber of Commerce v. State Securities Commission
Ogden Chamber of Commerce v. State Securities Commission
Opinion of the Court
This is an appeal to review the action of the district court of Salt Lake county in dismissing an appeal taken by the Ogden Chamber of Commerce, a corporation, and the Utah Funeral Directors’ Association, a voluntary association, from the registration by the State Securities Commission of certain securities of the Deseret Mortuary Company, a corporation.
The Deseret Mortuary Company filed its application with the State Securities Commission for registration of 5,000 of its service certificates. The Utah Funeral Directors’ Association, which is a voluntary association of funeral directors, competitors of the applicant, and the Ogden Chamber of Commerce, appeared before the commission in opposition to the application and were by the commission allowed to file written protests. After a hearing and investigation, the commission made its order registering the certificates. The protestants thereupon gave notice of appeal to the district court of Salt Lake county from the action of the commission and filed bond on appeal. The record of the proceedings before thé commission was certified by the commission to the. district court. The Deseret Mortuary Company and the State Securities Commission thereupon moved the court to
From a judgment of the district court dismissing the appeal, protestants have appealed to this court. But two questions are presented for our decision: (1) Was the order of registration by the commission a final order which under the statute is appealable; and (2) are protestants such “persons interested” as are entitled to take an appeal from a final order of the commission? Both of these questions must be answered in the negative. It is clear from a reading and analysis of the statute that the registration of securities by the commission is not such action by it as is appealable to the district court, that not being a final order. The only final order referred to in the act is the order revoking registration or the order denying registration of either securities or of dealers or salesmen. Laws Utah 1925, chap. 87 (superseding a similar act of 1919), created a State Securities Commission and defined its duties. In section 5 thereof it is provided that:
“No securities except of a class exempt under any of the provisions of Section 3 hereof or unless sold in any transaction exempt under any of the provisions of Section 4 hereof shall be sold within this State unless such securities shall have been registered by notification or by qualification as hereinafter defined.”
Section 6 provides for registration by notification of the classes of securities therein mentioned. The filing of the required statement in the office of the commission and payment of fee provided “shall constitute the registration of such security.” The section provides that registration may
“An appeal may be taken by any person interested from any final order of the commission to the district court of the Third Judicial District of Utah by serving upon the commission within twenty days after the date of the entry of such order a written notice of such appeal stating the grounds upon which a reversal of such final order is sought; * * * If the order of the commission shall be reversed, said court shall by its mandate specifically direct said commission as to its further action in the matter, including the making and entering of any order or orders in connection therewith, and the conditions, limitations or restrictions to be therein contained, provided that the commission shall not thereby be barred from thereafter revoking or altering such order for any proper cause which may thereafter accrue or be discovered. If said order shall be affirmed, said appellant shall not be barred after thirty days from filing a new application provided such application is not otherwise barred or limited. Such appeal shall not in anywise suspend the operation of the order appealed from during the pendency of such appeal unless upon proper order of the court.”
An appeal is allowed from any final order of the commission. No reference is made to an appeal from the act or order of registering a security or from any other order except a final order. The only final order referred to in the act is an order refusing or canceling registration of either a security, a dealer, or a salesman, and indeed such an order is the only one which in its nature is final or which is such an order as touches the right of any person in his person or property. Such an order is one that might be reviewed by the court by one of the prerogative writs had the Legislature not seen fit to have provided for an appeal. The act of registration is by the statute held subject to “further order” of suspension or revocation, and the order of suspension of registration is clearly an order of temporary or
Unless the act either expressly or by necessary implication clothes these appellants or other members of the public with the the right of interposition as appellants in behalf of the public interests, then they have no standing here, and the trial court was right in dismissing the appeal. The statute (section 19) provides,
“An appeal may be taken by any person interested from any final order of the Commission.”
The words “any person interested” are not defined in the act, but the clear implication from the language of the act is that the words refer to persons who are interested as issuers, dealers, or salesmen of securities. In section 6, it is provided that the commission may enter an order of suspension of registration of any of the securities covered in that section, and states that ,jn the event of an entry of such an order the commission shall “upon request give prompt
The rule applicable to persons authorized to appeal in the ordinary course of law is stated in R. C. L. as follows:
“A cardinal principle, which applies alike to every person desiring to appeal whether a party to the record or not, is that he must have an interest in the subject-matter of the litigation, otherwise he can have no standing to appeal. And not only must a party desiring to appeal*401 have an interest in the particular question litigated, but his interest must be immediate and pecuniary, and not a remote consequence of the judgment.” 52 R. C. L. 52.
“The damage or grievance which entitles a party to a writ of error or an appeal, within this rule must be a direct and positive one, effected by the judgment concluding and acting upon his rights; and such damage must be by the record, and not in consequence of it. Persons aggrieved, in this sense, are not those who may happen to entertain desires on the subject, but only those who have rights which may be enforced at law, and whose pecuniary interests might be established in whole or in part by the decree; in other words, the mere fact that a person is hurt in his feelings, wounded in his affections, or subjected to inconvenience, annoyance, discomfort, or even expense by a decree, does not entitle him to appeal from it, so long as he is not thereby concluded from asserting or defending his claims of personal or property rights in any proper court.” 52 R. C. L. 53.
We have not had our attention called nor have we found any judicial construction of the phrase “persons interested” as used in any of the so-called “blue sky legislation. But there are cases where the phrase “persons aggrieved” has been construed when used in acts providing for appeals from other boards or commissions. In Standard Oil Company of New York v. Board of Purification of Waters, 43 R. I. 336, 111 A. 887, 888, construing a statute providing that “any person aggrieved” might appeal from an order of the board, the court adopts the following definition of the “person aggrieved”:
“That a party is aggrieved by the judgment or decree where it operates on his rights of property or bears directly upon his interest. * * * The word ‘aggrieved’ refers to a substantial grievance, a denial of some personal property right or the imposition upon a party of a burden or obligation.”
In Thornton v. Town of Charleston, 109 Miss. 255, 68 So. 169, an action involving severance of area from a municipality, it was held that property owners in the municipality, but owning no property in the severed area, are not so interested as to be entitled to appeal; that the phrase “person aggrieved,” as used in the statute providing that such per
The phrase “persons interested,” within the meaning of the statute allowing appeals from decrees of the probate court, has been construed to mean one who has some legal right or is under some legal liability that may be enlarged or diminished by the decree, In re Clark’s Estate, 79 Vt. 62, 64 A. 231, 118 Am. St. Rep. 938, and also that a person interested in sustaining or defeating a will is one who has a pecuniary interest to protect. An interest resting on sentiment or sympathy or any basis other than loss of money or its equivalent is not sufficient. In re Thompson’s Will, 178 N. C. 540, 101 S. E. 107.
The members of the Funeral Directors’ Association may have an interest as competitors to keep the applicant out of the field or to restrict its activities, and the Chamber of Commerce may have an interest such as any member of the public has to desire that no fictitious or unworthy securities are placed before the public, but that is not such an interest as is recognized by the law as giving such organizations a right to control a case based upon the application for the registration of securities. They have discharged their duty to themselves and the public when they have protested to the commission and offered to it such information as they may have bearing upon the matter under investigation. The phrase “interested parties,” as used in the statute, undoubtedly refers to persons who are touched in their property or person by the order complained of. The appellants here have no such interest in the subject-matter of this action.
The judgment of the district court of Salt Lake county is affirmed, with costs to the respondents.
Reference
- Full Case Name
- In re DESERET MORTUARY CO. OGDEN CHAMBER OF COMMERCE v. STATE SECURITIES COMMISSION
- Status
- Published