If it appears from the opinion of the trial court that the
question of equal protection under the Fourteenth Amendment was
treated as sufficiently raised and specifically dealt with
adversely to plaintiff in error, jurisdiction is conferred on this
Court under § 237, Judicial Code.
Page 238 U. S. 42
Anyone seeking to set aside a state statute as repugnant to the
federal Constitution must show that he is within the class with
respect to whom the act is unconstitutional and that the alleged
unconstitutional features injure him.
Plymouth Coal Co. v.
Pennsylvania, 232 U. S. 531.
This Court will not pass upon the definition of disputed terms
in a state statute where that point is not of consequence to
plaintiff in error, as in a case where refusal to file a prescribed
statement was based on the general theory that no statement of any
kind need be made, and not upon the ground of ambiguity of any of
the terms used. So
held as to the expression "trust
certificates" in § 10322, Missouri Rev.Stat. 1909.
In advance of any construction of a statute by the courts of the
enacting state, this Court assumes that those courts will give the
act such a construction as will render it consistent with
constitutional limitations.
Bechtel v. Wilson,
204 U. S. 36.
Objections to the constitutionality of a state statute requiring
the filing of an affidavit on the ground that the prescribed form
in the statute is not exactly adapted to every corporation and that
the state officers have construed the statute as not permitting any
alterations are too frivolous to need serious attention. In this
case, neither the statute nor official caution reasonably admits of
the construction contended for.
While classification must be reasonable and corporations may not
be arbitrarily selected for subjection to a burden to which
individuals would as appropriately be subject, there is a
reasonable basis for classifying corporations on account of their
peculiar attributes in regard to participation in prohibited trusts
and combinations.
Section 10322, Missouri Rev.Stat. 1909, requiring officers of
corporations to annually file with the Secretary of State, an
affidavit in form as prescribed in the statute setting forth the
nonparticipation of the corporation in any pool, trust, agreement
or combination under penalty of forfeiture of charter or right to
do business in the state is not unconstitutional as depriving the
corporation of its property without due process of law or as
denying them equal protection of the law on account of any reason
involved in this case.
249 Missouri, 702, affirmed.
The facts, which involve the constitutionality under the
Fourteenth Amendment of a statute of Missouri requiring
corporations to file annually an affidavit of nonparticipation
Page 238 U. S. 43
in trusts and combinations, are stated in the opinion.
Page 238 U. S. 48
MR. JUSTICE PUTNEY delivered the opinion of the Court.
This was an action brought by the State of Missouri at the
relation of the Circuit Attorney of the City of St. Louis against
the Mallinckrodt Chemical Works (a Missouri corporation) to forfeit
its charter for failure of its officers to file with the Secretary
of State in the year 1910 the affidavit prescribed by § 10322,
Missouri Rev.Stat. 1909, setting forth the nonparticipation of
defendant in any pool, trust, agreement, combination, etc. The
supreme court of the state affirmed a judgment of forfeiture (249
Mo. 702), and the case is brought here
Page 238 U. S. 49
upon the contention that the statute as thus enforced is
repugnant to the Fourteenth Amendment of the Constitution of the
United States in that it denies to defendant and its managing
officers the equal protection of the laws and deprives them of
property without due process of law.
There is a motion to dismiss based upon the ground that the
federal questions here set up were not raised in the trial court,
or in the supreme court of the state, with sufficient definiteness
to comply with § 237, Jud.Code (Act of March 3, 1911, c. 231, 36
Stat. 1087, 1156). It appears, however, from the opinion of the
supreme court (249 Mo. 704(8), 733), that the question of equal
protection under the Fourteenth Amendment was treated as being
sufficiently raised, and was specifically dealt with and ruled
against plaintiff in error. This is sufficient to confer
jurisdiction upon this Court, and the motion to dismiss must be
denied.
Nor. Car. R. Co. v. Zachary, 232 U.
S. 248,
232 U. S.
257.
Section 10322, Missouri Rev.Stat. 1909 (enacted in this form in
1907, Laws, p. 374), is set forth in full in the margin.
* It forms part of
Article III of Chapter 98, which
Page 238 U. S. 50
relates to "Pools, Trusts, Conspiracies, and Discriminations."
Article I of the same chapter contains sections prohibiting
combinations in restraint of trade or competition, and the like,
under prescribed penalties. But in the present case, the supreme
court held (249 Mo. 726-729)
Page 238 U. S. 51
that Article III is complete, in itself, and independent of
Article I, and has for its object the discouragement of the
formation of pools, etc., and requires a disclosure of existing
combinations by the filing of annual affidavits under the penalty
of forfeiture of the charter or certificate of incorporation, or of
the right or privilege to do business in the state, "even though
the company may never have
Page 238 U. S. 52
entered into any such pool, trust, conspiracy, or combination
mentioned in the first article."
It appears that, on or about July 1, 1910, the Secretary of
State, in obedience to the requirements of § 10322, addressed to
the president of plaintiff in error a proper letter of inquiry,
requiring an answer under oath, and enclosing the form of affidavit
prescribed by that section, and that the corporation willfully
failed and refused to make answer by filing or causing to be filed
the affidavit. Proof of these facts was held sufficient to sustain
the judgment of forfeiture.
Assuming, without deciding, that all of the grounds upon which
the validity of § 10322 is here attacked were properly saved in the
state courts, we will discuss them in their order.
(1) It is insisted that the statute is repugnant to the "due
process" clause, in that it requires an oath of the corporation's
officer that the corporation "has not issued and does not own any
trust certificates," without explaining or defining the term "trust
certificates," or otherwise indicating the meaning of the
requirement, or limiting it to such certificates as are declared
unlawful by the statute. It is very plain, however, that the term
"trust certificates" in the prescribed affidavit must be construed
in the light of § 10306, found in Article I of the same chapter,
which declares:
"It shall not be lawful for any corporation to issue or to own
trust certificates, or for any corporation, agent, officer or
employee, or the directors or stockholders of any corporation, to
enter into any combination, contract or agreement with any person
or persons, corporation or corporations, or with any stockholder or
director thereof, the purpose and effect of which combination,
contract or agreement shall be to place the management or control
of such combination or combinations, or the manufactured product
thereof, in the hands of any trustee or trustees,
Page 238 U. S. 53
with the intent to limit or fix the price or lessen the
production and sale of any article of commerce, use or consumption,
or to prevent, restrict or diminish the manufacture or output of
any such article."
Laws 1907, p. 377.
The evident purpose of that part of the affidavit to which the
present criticism relates is to require an assurance under the oath
of a responsible officer of the corporation that the provisions of
§ 10306 have not been violated.
The Century Dictionary gives as a specific definition of the
commercial term "trust" the following:
"An organization for the control of several corporations under
one direction by the device of a transfer by the stockholders in
each corporation of at least a majority of the stock to a central
committee or board of trustees, who issue in return to such
stockholders respectively certificates showing in effect that,
although they have parted with their stock and the consequent
voting power, they are still entitled to dividends or to share in
the profits, the object being to enable the trustees to elect
directors in all the corporations, to control and suspend at
pleasure the work of any, and thus to economize expenses, regulate
production, and defeat competition. In a looser sense, the term is
applied to any combination of establishments in the same line of
business for securing the same ends by holding the individual
interests of each subservient to a common authority for the common
interests of all."
We need not adopt this or any other precise definition of the
disputed term, for if the legislative meaning be doubtful in this
respect, there is nothing in the record to show that this is of the
least consequence to plaintiff in error. From the undisputed
evidence, it appears that the refusal to file the affidavit was
based upon the general theory that the corporation was not obliged
to make any such disclosure as is required by § 10322, and not upon
the ground of any ambiguity respecting the term "trust
certificate."
Page 238 U. S. 54
As has been often pointed out, one who seeks to set aside a
state statute as repugnant to the federal Constitution must show
that he is within the class with respect to whom the act is
unconstitutional, and that the alleged unconstitutional feature
injures him.
Plymouth Coal Co. v. Pennsylvania,
232 U. S. 531,
232 U. S. 544,
and cases cited.
And it is to be assumed, in the absence of any construction of
the statute by the courts of the state, that those courts will
adopt such a construction as will render the enactment consistent
with constitutional limitations.
Bachtel v. Wilson,
204 U. S. 36,
204 U. S.
40.
The present case is altogether different from
International
Harvester Co. v. Kentucky, 234 U. S. 216, and
Collins v. Kentucky, 234 U. S. 634, for
there the local statutes had already been construed by the highest
court of the state, and, as so construed, were held by this Court
to prescribe no standard of conduct that it was possible to know,
and to violate the fundamental principles of justice embraced in
the conception of due process of law in compelling men on peril of
indictment to guess what their goods would have brought under other
conditions not ascertainable.
(2) It is said that § 10322, as applied to plaintiff in error,
is inconsistent with due process of law because it prescribes "an
inflexible and immutable form of affidavit," and that the form
transmitted to plaintiff in error was accompanied with official
instructions that it "will not be accepted if any changes or
erasures are made in the form;" and that the statutory form
includes in the jurat the year "19__," and hence is not applicable
to corporations organized, as plaintiff in error was, prior to the
year 1900. The objection hardly merits serious treatment. It might
as well be said that the blanks in the affidavit could not be
filled up without departing from the form prescribed by the
legislature. Of course, neither the statute
Page 238 U. S. 55
nor the official caution reasonably admits of any such
construction.
(3) A similar contention is based upon the circumstance that the
prescribed form of affidavit "has a venue and jurat in a county,"
whereas plaintiff in error is located and transacts business in the
City of St. Louis, which, under the Constitution and laws of
Missouri, is not part of any county. This is sufficiently answered
by what we have just said, but we may add that, as pointed out in
the opinion of the Missouri Supreme Court (249 Mo. 732), § 8057,
Rev.Stat. 1909, which prescribes rules for the construction of
statutes, provides that
"whenever the word 'county' is used in any law, general in its
character to the whole state, the same shall be construed to
include the City of St. Louis, unless such construction be
inconsistent with the evident intent of such law or of some law
specially applicable to such city."
(4) It is insisted that to require an affidavit of innocence by
the managing officers of corporations is an unjust discrimination
against them, and hence repugnant to the "equal protection"
provision, because individuals, partnerships, and associations of
individuals, although equally within the law against monopolies (§§
10299, 10303), are not required to make similar exculpatory
affidavits. The question is whether, for the purpose of such a
disclosure as is required by § 10322, corporations may be placed in
one class and individuals in another. The answer is not at all
difficult. Of course, corporations may not arbitrarily be selected
in order to be subjected to a burden to which individuals would as
appropriately be subject. Classification must be reasonable -- that
is to say, it must be based upon some real and substantial
distinction having a just relation to the legislative object in
view. But here, as in other questions of alleged conflict with
constitutional requirements, every reasonable intendment is in
favor of the validity of the legislation
Page 238 U. S. 56
under attack. Corporations, unlike individuals, derive their
very right to exist from the laws of the state; they have perpetual
succession, and they act only by agents, and often under
circumstances where the agency is not manifest. The legislature may
reasonably have concluded that, for these and other reasons,
corporations are peculiarly apt instruments for establishing and
effectuating those trusts and combinations against which the
prohibition of the statute is directed, that their business
affiliations are not so easily discovered and traced as those of
individuals, and that there was therefore a peculiar necessity and
fitness in annually requiring from each corporation a solemn
assurance of its nonparticipation in the prohibited practices. The
act is, in this respect, fairly within the wide range of discretion
that the states enjoy in the matter of classification.
Missouri, Kansas & Texas Ry. v. Cade, 233 U.
S. 642,
233 U. S. 650,
and cases cited.
Judgment affirmed.
*
"SEC 10322. SECRETARY OF STATE TO MAKE INQUIRY -- FORM OF
AFFIDAVIT. -- It shall be the duty of the Secretary of State, on or
about the first day of July of each year, to address to the
president, secretary or managing officer of each incorporated
company in this state a letter of inquiry as to whether the said
corporation has all or any part of its business or interest in or
with any trust, combination or association of persons or
stockholders, as named in the preceding provisions of article I of
this chapter, and to require an answer, under oath, of the
president, secretary or managing officer of said company. A form of
affidavit shall be enclosed in said letter of inquiry, as
follows:"
"
AFFIDAVIT"
"State of Missouri ) "
" ) ss."
"County of _______)"
" I, _____, do solemnly swear that I am the _____ (president,
secretary or managing officer) of the corporation known and styled
_____, duly incorporated under the laws of _____, on the ___ day of
_____ 19__, and now transacting or conducting business in the State
of Missouri, and that I am duly authorized to represent said
corporation in the making of this affidavit, and I do further swear
that the said _____, known and styled as aforesaid, is not now, and
has not at any time within one year from the date of this
affidavit, created, entered into, become a member of or
participated in any pool, trust, agreement, combination,
confederation, or understanding with any other corporation,
partnership, individual, or any other person or association of
persons to regulate or fix the price of any article of manufacture,
mechanism, merchandise, commodity, convenience, repair, any product
of mining, or any article or thing whatsoever, or the price or
premium to be paid for insuring property against loss or damage by
fire, lightning or storm, and that it has not entered into or
become a member of or a party to any pool, trust, agreement,
contract, combination or confederation to fix or limit the amount
or quantity of any article of manufacture, mechanism, merchandise,
commodity, convenience, repair, any product of mining, or any
article or thing whatsoever, or the price or premium to be paid for
insuring property against loss or damage by fire, lightning or
storm, and that it has not issued and does not own any trust
certificates, and for any corporation, agent, officer or employee,
or for the directors or stockholders of any corporation, has not
entered into and is not now in any combination, contract or
agreement with any person or persons, corporation or corporations,
or with any stockholder or director thereof, the purpose and effect
of which said combination, contract or agreement would be to place
the management or control of such combination or combinations, or
the manufactured product thereof, in the hands of any trustee or
trustees, with the intent to limit or fix the price or lessen the
production and sale of any article of commerce, use or consumption,
or prevent, restrict or diminish the manufacture or output of any
article, and that it has not made or entered into any arrangement,
contract or agreement with any person, association of persons or
corporation designed to lessen or which tends to lessen full and
free competition in the importation, manufacture or sale of any
article, product or commodity in this state, or under the terms of
which it is proposed, stipulated, provided, agreed or understood
that any particular or specified article, product or commodity
shall be dealt in, sold or offered for sale in this state to the
exclusion, in whole or in part, of any competing article, product
or commodity."
" _________________"
" President, secretary or managing officer)"
" (Seal)"
" Subscribed and sworn to before me, a _____ within and for the
county of _____, this ___ day of _____, 19 __"
" (Seal) _______________"
"And thereupon it shall become the duty of such corporation to
make answer to such inquiry by filing or causing to be filed the
affidavit prescribed herein. And on refusal to make oath in answer
to said inquiry, or on failure to do so within thirty days from the
mailing thereof, the Secretary of State shall certify said fact to
the prosecuting attorney of the county or the circuit attorney in
the city of St. Louis, wherein said corporation is located, and it
shall be the duty of such prosecuting attorney or circuit attorney
at the earliest practicable moment, in the name of the state, and
at the relation of said prosecuting or circuit attorney, to proceed
against such corporation for the forfeiture of its charter or
certificate of incorporation, or its right or privilege to do
business in this state:
Provided, however, that, if such
corporation shall file the affidavit required by the provisions of
this article prior to the rendition of final judgment in said
action, the court may assess against such corporation, in lieu of a
judgment forfeiting its charter or certificate of incorporation, or
its right or privilege to do business in this state, a fine not to
exceed $5,000 and not less than $100:
Provided, however,
that at any time before final judgment, if such corporation shall
file or cause to be filed with the Secretary of State the affidavit
herein prescribed, the trial court may, in his discretion, and for
good cause shown, upon the payment of all costs, together with the
attorney's fees of $10, to be paid to the prosecuting attorney or
the circuit attorney in the City of St. Louis, remit the penalty
herein prescribed."
(Laws 1907, p. 374.)