{ "id": 4695603, "name": "THE STATE OF NEW MEXICO, ex rel., STANDARD HOME COMPANY, a Corporation, Relator and Appellant, v. STATE CORPORATION COMMISSION OF THE STATE OF NEW MEXICO, comprised of the individual members, H. H. Williams, M. S. Groves and O. L. Owen, Respondents and Appellees", "name_abbreviation": "State ex rel. Standard Home Co. v. State Corp. Commission", "decision_date": "1913-08-26", "docket_number": "No. 1551", "first_page": "166", "last_page": "173", "citations": [ { "type": "official", "cite": "18 N.M. 166" } ], "court": { "name_abbreviation": "N.M.", "id": 8835, "name": "Supreme Court of New Mexico" }, "jurisdiction": { "id": 52, "name_long": "New Mexico", "name": "N.M." }, "cites_to": [ { "cite": "20 Utah 98", "category": "reporters:state", "reporter": "Utah", "case_ids": [ 8872413 ], "opinion_index": -1, "case_paths": [ "/utah/20/0098-01" ] }, { "cite": "101 U. S. 278", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 5629984 ], "opinion_index": -1, "case_paths": [ "/us/101/0278-01" ] }, { "cite": "103 Pac. 1007", "category": "reporters:state_regional", "reporter": "P.", "case_ids": [ 4452156 ], "opinion_index": -1, "case_paths": [ "/or/54/0452-01" ] }, { "cite": "49 Minn. 517", "category": "reporters:state", "reporter": "Minn.", "case_ids": [ 8876837 ], "opinion_index": -1, "case_paths": [ "/minn/49/0517-01" ] }, { "cite": "183 Mass. 513", "category": "reporters:state", "reporter": "Mass.", "case_ids": [ 822511 ], "opinion_index": -1, "case_paths": [ "/mass/183/0513-01" ] }, { "cite": "53 Pac. 454", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": -1 }, { "cite": "25 Colo. 177", "category": "reporters:state", "reporter": "Colo.", "case_ids": [ 5266128 ], "opinion_index": -1, "case_paths": [ "/colo/25/0177-01" ] }, { "cite": "58 N. W. 522", "category": "reporters:state_regional", "reporter": "N.W.", "opinion_index": -1 }, { "cite": "39 Neb. 843", "category": "reporters:state", "reporter": "Neb.", "case_ids": [ 2354357 ], "opinion_index": -1, "case_paths": [ "/neb/39/0843-01" ] }, { "cite": "33 S. W. 1125", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": -1 }, { "cite": "132 Md. 265", "category": "reporters:state", "reporter": "Md.", "opinion_index": -1 }, { "cite": "116 N. C. 822", "category": "reporters:state", "reporter": "N.C.", "opinion_index": -1 }, { "cite": "65 Pac. 1911", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": -1 }, { "cite": "61 Fed. 446", "category": "reporters:federal", "reporter": "F.", "case_ids": [ 3797002 ], "opinion_index": -1, "case_paths": [ "/f/61/0446-01" ] }, { "cite": "39 S. W. 546", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": -1 }, { "cite": "97 Tenn. 421", "category": "reporters:state", "reporter": "Tenn.", "case_ids": [ 8536902 ], "opinion_index": -1, "case_paths": [ "/tenn/97/0421-01" ] }, { "cite": "125 Pac. 597", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": -1 }, { "cite": "11 Colo. App. 93", "category": "reporters:state", "reporter": "Colo. App.", "case_ids": [ 4457813 ], "opinion_index": -1, "case_paths": [ "/colo-app/11/0093-01" ] }, { "cite": "48 S. W. 954", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": -1 }, { "cite": "147 Mo. 343", "category": "reporters:state", "reporter": "Mo.", "case_ids": [ 946153 ], "opinion_index": -1, "case_paths": [ "/mo/147/0343-01" ] }, { "cite": "48 N. E. 677", "category": "reporters:state_regional", "reporter": "N.E.", "opinion_index": -1 }, { "cite": "111 Fed. 645", "category": "reporters:federal", "reporter": "F.", "case_ids": [ 3712446 ], "opinion_index": -1, "case_paths": [ "/f/111/0645-01" ] }, { "cite": "41 N. E. 139", "category": "reporters:state_regional", "reporter": "N.E.", "opinion_index": -1 }, { "cite": "53 Ohio St. 174", "category": "reporters:state", "reporter": "Ohio St.", "case_ids": [ 936022 ], "opinion_index": -1, "case_paths": [ "/ohio-st/53/0174-01" ] }, { "cite": "37 Colo. 432", "category": "reporters:state", "reporter": "Colo.", "case_ids": [ 5306469 ], "opinion_index": -1, "case_paths": [ "/colo/37/0432-01" ] }, { "cite": "20 Colo. 287", "category": "reporters:state", "reporter": "Colo.", "opinion_index": -1 }, { "cite": "135 S. W. 776", "category": "reporters:state_regional", "reporter": "S.W.", "weight": 2, "opinion_index": -1 }, { "cite": "20 Colo. App. 287", "category": "reporters:state", "reporter": "Colo. App.", "case_ids": [ 4506112 ], "opinion_index": -1, "case_paths": [ "/colo-app/20/0287-01" ] }, { "cite": "16 Colo. App. 423", "category": "reporters:state", "reporter": "Colo. App.", "case_ids": [ 2358997 ], "weight": 2, "opinion_index": -1, "case_paths": [ "/colo-app/16/0423-01" ] }, { "cite": "10 N. M. 173", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "6 N. M. 500", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "6 N. M. 4", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "11 N. M. 352", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "11 N. M. 688", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "13 N. M. 126", "category": "reporters:state", "reporter": "N.M.", "opinion_index": -1 }, { "cite": "12 N. M. 482", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 4673460 ], "opinion_index": -1, "case_paths": [ "/nm/12/0482-01" ] }, { "cite": "1 N. M. 583", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 8301037 ], "opinion_index": -1, "case_paths": [ "/nm/1/0583-01" ] }, { "cite": "124 Pac. 795", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": -1 }, { "cite": "103 Pac. 1007", "category": "reporters:state_regional", "reporter": "P.", "case_ids": [ 4452156 ], "opinion_index": 0, "case_paths": [ "/or/54/0452-01" ] } ], "analysis": { "cardinality": 782, "char_count": 14608, "ocr_confidence": 0.487, "pagerank": { "raw": 9.505882454708161e-08, "percentile": 0.5193578853438946 }, "sha256": "f062b399616b3cdf5fd268eea8a314fc958c5a1e72220ccfa546631d0050e387", "simhash": "1:9f83cf1c4f87d3b8", "word_count": 2501 }, "last_updated": "2023-07-14T18:46:47.817418+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "THE STATE OF NEW MEXICO, ex rel., STANDARD HOME COMPANY, a Corporation, Relator and Appellant, v. STATE CORPORATION COMMISSION OF THE STATE OF NEW MEXICO, comprised of the individual members, H. H. Williams, M. S. Groves and O. L. Owen, Respondents and Appellees." ], "opinions": [ { "text": "OPINION OP THE COURT.\nHANNA, J. \u2014\nThere is but one question in this case for our determination, i. e., is appellant subject to our statute relative to foreign building and loan associations because it is \u201cdoing business in a form and character similar to that authorized to be done\u201d by building and loan associations organized, in New Mexico, under the provisions of chapter 72 of the laws of 1899 ?\nThe corporations, of the class referred to, which are to be considered as foreign building and loan associations, are defined, by section 15 of chapter 72, laws of 1899, as follows:\n\u201cSec. 15. Every corporation, company or association now doing-or contemplating doing business in this Territory, and having for a part of its title or name the words \u201cLoan and Building Association,\u201d \u201cBuilding Association,\u201d \u201cBuilding and Loan Association,\u201d \u201cSaving and Loan Association,\u201d or \u201cCo-operative Bank,\u201d \u2018'Saving and Investment Company,\u201d and every corporation, company or. association whose stock is payable by an accumulating fund in regular or stated periodical installments; and every corporation, company or association doing business in a form and character similar to that authorized by section 1 of this act, shall, if organized or incorporated in any State or Territory other than the Territory of New Mexico, be known in this act, as a foreign building and loan association.\u201d\nSection 1, of the same, act, is as follows:\n\u201cSec. 1. Any association of not less than three persons hereafter incorporated under the laws of this Territory, \"which shall be organized within this Territory for the purpose of raising a fund by the collection of dues or stated payments from its members, to be loaned among its members, shall, in furtherance of such purpose, and after having complied with the requirements of this,act, be authorized and empowered to levy, assess, and collect from its members such sums of money, by rates of stated dues, fines, interest on loans advanced, and premiums bid by members for the right of precedence in taking loans, as the corporation may provide for in its constitution or by-laws; also to acquire, hold and convey all such real estate and personal property as may be legitimately pledged to it upon said loans, or may otherwise be transferred to it in the due course of its business.\u201d\nAppellant has, at considerable length, pointed out the characteristics of building and loan associations, attempting to demonstrate that it differs from such associations so much that its business cannot be said to be similar.' It is to be conceded that the prevailing characteristic of building and loan associations is mutuality among stockholders. In other words, an equal participation of members in profits and losses. This element, it is urged, is entirely lacking in the case of appellant corporation, and it is pointed out that appellant, under its articles of incorporation, lias the power to guarantee, to its contract holders that the contracts purchased by them will mature at a definite time and guarantee them a definite, amount.\nOn the other hand, the Attorney General contends that if the business, of appellant, is similar to that of building and loan associations, it comes within the provisions of our law as to such associations.\nIt is to be noted that sec. 1 of our statute, authorizes the incorporation of associations for the purpose of raising funds by the collection of dues or stated payments from its members, to be loaned among its members, from whj.ch premise appellant urges that because it sells its contracts to persons who.are not members, but to any and all persons, which contracts are not stock in the company but only a so-called investment contract, the holders of which have no voice in the management of the company, and do not share in its profits or losses, therefore, the essential element of mutuality is lacking so far as the affairs of this companj'- is concerned, and there can be no' similarity between its business and that of an association as described in sec. 1 of the act. We are not prepared to agree with this contention of appellant.\nAn examination of the \u201cinvestment home purchasing contract,\u201d a part of the record in this case, discloses that \u201cthe prompt payment of a monthly installment of dues of $6.00 * * * * until eighty monthly installments of dues have been paid\u201d is the consideration expressed in the contract.\nThe second paragraph of the contract provides for the return of dues paid, \u201cwith its pro rata share of profits,\u201d not exceeding a maximum sum of $720.00, or a minimum sum of $528.00.\nThe third paragraph is designated as \u201cLoan provisions\u201d and provides that after the prompt payment of six monthly installments the owner of the contract \u201cis eligible to receive a loan or funds to purchase a home in the sum of $1000.00 * * * * out of the loan or reserve fund\u201d of the particular series to which the contract belongs. If this method of doing business is not clearly a raising of a fund by the collection of dues or stated payments from its members to be loaned among its members, we are at a loss to classify the method. In our opinion, the method is so \u2018\u2018similar\u201d to that customarily adopted by building and loan associations as to fall within the intent and purposes of sec. 15 of the act of 1899. While the contributing party may be called a stock holder in the one case and a \u2022contract \u201cowner\u201d in the other, nevertheless, in either case the parties are seeking the same end in substantially the same manner.\nIn the case of the State of Kansas v. The Standard Real Estate Loan Company, 80 Kans. '695, 103 Pae. 1007, which was a proceeding in the nature of quo warranto \u2022against the corporation, resulting in a judgment of ouster, the Supreme Court say:\n\u201cThe legislature has. prescribed a scheme for domestic \u25a0concerns of this character; but it is not necessary that the plan of a foreign association be identical with that provided for i,n the statute to subject such an association to the law requiring a license. Neither is it necessary that the scheme of the foreign association should conform to that of any other already in use, provided in essence and \u2022effect such association performs the functions and accomplishes the purpose for which building and loan associations are usually organized. That the defendant organization clearly does. Its charter is studiously blind as to the object of its creation. The plan does appear, however, in an \u201cinvestment contract,\u201d which tile defendant issues and sells in the place of shares and. stock. It is not necessary-to incumber the reports with a copy of this instrument or a feature by feature analysis and discussion of its provisions. It is unique, presents a sjstem differing in many formal respects from that of building and loan associations generally, and eliminates altogether some of the incidents of ordinary plans; but the vital and essential features of \u25a0even the type prescribed for Kansas associations appear, and the court finds that the defendant is a foreign building and loan association, has procured no certificate of authority to do business in this state from the bank commissioner, is therefore doing business in our state contrary to law,, and ought to be ousted.\u201d\nWe quote this opinion with approval, believing it particularly applicable to the facts of the present case. Having had access to an abstract of the records in the Kansas-ease, we have compared the so-called contract of that case with the contract in the present case, and in their principal provisions they are almost identical, so much so, in fact, as to point to a common authorship.\nThe Kansas statute upon the subject of the admission of foreign building and loan associations into that state is not as definite as ours and does not use the term \u201csimilar,\u201d' therefore, there are more substantial reasons, for our conclusions than could exist in the Kansas case.\nWe are clearly of the opinion that corporations or associations doing business by collecting monthly installments of dues for the accumulation of funds out of which to-loan those contributing to such fund amounts for the purchase of homes are subject to the provisions of chapter 72, Session Laws of 1899, entitled \u201cAn act relating to building and loan associations, etc.,\u201d as doing business in a form and character similar to that authorized to be done by building and loan associations organized under the provisions of said act.\nFinding ,no error in the record, the judgment of the-District Court is affirmed.", "type": "majority", "author": "HANNA, J. \u2014" } ], "attorneys": [ "Catron & Catron, Santa Fe, N. M., for appellant.", "Hon Prank W. Clancy, Attorney General, Santa Ee, N. M., for appellee." ], "corrections": "", "head_matter": "[No. 1551,\nAugust 26, 1913.]\nTHE STATE OF NEW MEXICO, ex rel., STANDARD HOME COMPANY, a Corporation, Relator and Appellant, v. STATE CORPORATION COMMISSION OF THE STATE OF NEW MEXICO, comprised of the individual members, H. H. Williams, M. S. Groves and O. L. Owen, Respondents and Appellees.\nSYLLABUS (BY THE COURT)\n1. Corporations or associations doing business by collecting monthly installments of dues for the accumulation of funds out of which to loan those contributing to such fund amounts for the purchase of homes, are subject to the provisions of chapter 72, Session Laws of 1899, entitled \u201cAn act relating to building and loan associations, as doing business in a form and character similar to that authorized to be done by building and loan associations organized under the provisions of said act.\u201d\nP. 173\nAppeal from the District Court of Santa Fe County; Edmund C. Abbott, District Judge;\naffirmed.\nCatron & Catron, Santa Fe, N. M., for appellant.\nIncorporation laws. Laws 1905, chap. 79; Laws 1899, chapter 72.\nChapter 72, Laws of 1899, is penal. ' Territory v. Davenport, 124 Pac. 795. Must be strictly construed. U. S. v.' Lucero, *1 N. II. 422; U. S. v. Santistevan, 1 N. M. 583; Esquibel v. Chaves, 12 N. M. 482.\nChapter 72, Laws 1899, copied from Colorado law enacted in 1897. Bev. Stat. of Colo., secs. 950-968; Bremen Min. Co. v. Bremen, 13 N. M. 126; Bomero v. Bailroad, 11 N. M. 688; DeBaca v. Wilcox, 11 N. M. 352; Perea v. Colo. Nat. Bank, 6 N. M. 4; Lutz v. A. & P. By. Co., 6 N. M. 500; Beymond v. Newcomb, 10 N. M. 173; Columbia B. & L. Assn. v. Lyttle, 16 Colo. App. 423.\nControlling principle of the appellant is mutuality among its shareholders. Columbia B. & L. Assn., v. Lyttle, 16 Colo. App. 423; People\u2019s B. & L. Assn. v. Purdy, 20 Colo. App. 287.\nBut, the relation of appellant, Standard Home Company, is not mutual. State v. Polk, State Treas. (Tenn.) 135 S. W. 776; People\u2019s B. & L. Assn. v. Purdy, 20 Colo. 287; Askoj v. Fidelity, etc., Assn., 37 Colo. 432; Eversman v. Schmitt, 53 Ohio St. 174, 41 N. E. 139, 29 L. B. A. 184; Columbia B. & L. Assn. v. Junquist, 111 Fed. 645; King v. Inter. B. & L. Co., 170 111. 135, 48 N. E. 677; Wierman v. Inter. B., etc., Union, 67 111. App. 550.\n\u201cAll members must participate equally in the profits and bear the losses, if any, in the same proportion. This is the fundamental law of building and loan associations organized under the different statutes throughout the Union.\u201d Bertche v. Equitable L. & Inv. Assn., 147 Mo. 343, 48 S. W. 954; Hawley v. North Side B. & L. Assn., 11 Colo. App. 93; International Imp. Co. v. Wagner, 125 Pac. 597; State of Tenn. ex Standard Trust Co., v. Folk, 135 S. W. 776; McCauley v. B. & L. Assn., 97 Tenn. 421, 31 L. B. A. 244; Setliff v. Nashville, etc., Assn., 39 S. W. 546; 20 Ann. Cas. 1253, note; 4 A. & E. Enc. of Law, (2nd ed.) 1026; Cook v. Equitable B. & L. Assn., 104 G-a. 814; Towle v. Am. B., L. & Inv. Co., 61 Fed. 446; Albany Mut. B. Assn. v. City of Laramie, 65 Pac. 1911; Ehodes v. Missouri Sav. Co., 173 111. 629; Maroney, Jr., V. Atl. B. & L. Assn., 116 N. C. 822.\nWhile decisions rendered after the adoption of a statute are not of the same binding effect as decisions rendered prior to such adoption, they are nevertheless of strongly persuasive effect. 'Harrison v. Hill, 37 111. App. 30; Northcut v. Eager, 132 Md. 265, 33 S. W. 1125; Myers v. McGavock, 39 Neb. 843, 58 N. W. 522; Olin v. Denver & E. G. E. Co., 25 Colo. 177, 53 Pac. 454; Attorney Gen. v. Pitcher, 183 Mass. 513.\n\u201cA contract entered into with a building and loan association organized under the laws of this state by and through which it may be enabled to evade the statute and loan its funds to a person, not a member or a shareholder Of the association, is invalid and non-enforeeable. National Inv. Co. v. National Sav. B. & L. Assn., 49 Minn. 517.\nHon Prank W. Clancy, Attorney General, Santa Ee, N. M., for appellee.\nForeign building and loan associations are governed by chapter 72 of laws of 1899. Standard Home Company is a- foreign association and by the \u201cparticipating plan\u201d cannot evade the statute. State v. Standard Co., 103 Pac. 1007.\n\u201cSimilar\u201d in a statute does not mean \u201cidentical.\u201d Greenleaf v. Goodrich, 101 U. S. 278, 282-3-4; Trust 'Co. v. Olney, 16 E. I. 185-6.\nEepeal of sections 1 to 14 and section 19 of chapter 72 of the law of 1899, leaving sections 15 to 18, both inclusive, in force, and also section 20, does not destroy legislative intent as to governing foreign associations, without reference to section 1 of that act. 2 Sutherland Stat. Const., sec. 452; Ogden v. Boreman, 20 Utah 98.\nSTATEMENT OP PACTS.\nOn December 14, 1911, plaintiff, a corporation organized under the laws of the State of Delaware, made application to Secretary of the then Territory of New Mexico, for a certificate of qualification to permit it to transact business within New Mexico' under the provisions of the' General Incorporation Laws (chap. 79, laws 1905), making a tender of the necessary fees, etc.\nOn December 21, 1911, the Secretary of the then Territory of New Mexico, officially declined to issue to plaintiff a certain certificate of qualification permitting it to so \u25a0transact business within New Mexico, and on January 24, 1912, the State Corporation Commission ratified and confirmed such refusal on the' part of its predecessor.\nThereafter, on July 3, 1912, plaintiff, through its counsel, filed in the office of the clerk of the District Court of Santa Fe County, an information in the nature of a petition for a writ of mandamus, directed to the State Corporation Commission, to compel that body to issue to it a certificate of qualification to transact business within New Mexico under the provisions of the General Incorporation Laws.\nThe Attorney General voluntarily appeared in the said .\u25a0action and, waiving issuance of an alternative writ of mandamus, filed a demurrer to plaintiff\u2019s petition, which was sustained by the District Court of Santa Fe Countjr, and on November 6, 1912, judgment was entered dismissing plaintiff\u2019s petition and granting an appeal to this \u25a0Court." }, "file_name": "0166-01", "first_page_order": 186, "last_page_order": 193 }