Statement of the Case.

[24 App. the company shall not operate any railroad, engage in the business of a railroad, or do anything in the premises prohibited to corporations of this character.

To engage in the manufacture of all kinds of mills, plants, engines, machinery, tools, brass, and metal work, boilers, power generators or converters, and like articles, and buying, selling, manufacturing, repairing, converting, altering, letting, hiring, and dealing in all kinds of machinery, implements, rolling stock, and hardware.

To purchase or otherwise acquire patents, patent rights, and privileges, improvements, or secret processes for or in any way relating to all or any of the branches of the business of the company aforesaid, and to grant licenses for the use of, or to sell or otherwise deal with, any such patents, patent rights, and privileges, improvements, or secret processes.

To engage in mining, quarrying, or otherwise removing or extracting, milling, concentrating, reducing, converting, smelting, treating, preparing for market, manufacturing, buying, selling, exchanging, and otherwise producing and dealing in gold, silver, copper, lead, zinc, brass, iron, steel, and all kinds of ores, metals, minerals, coal, hydro-carbons, oils, earth, stone, rock, clay, and other natural substances, and the products and by-products thereof, of every kind and description, and by whatever process the same can be, or may be, hereafter produced.

To engage in and make, enter into, perform, and carry out contracts for opening, developing, equipping, and operating mines, quarries, and wells of all kinds, and for all purposes, and buying, selling, cutting, sawing, transporting, and marketing timber; and

As agent or broker to buy, sell, lease, and deal generally in all kinds of lands, timber, quarries, wells, tunnels, mines, minerals, mining rights and claims, reservoir, mill, manufacturing and power plant sites, water rights, power plants, and transmission lines, mills, canals, ditches, water, gas, electric, and irrigation works and systems, dams, reservoirs, pipe lines, railways, tramways, tunnels, viaducts, aqueducts, wharves, piers,

and all like works of internal improvement, public or private use, or utility, stocks of mining and industrial companies of all kinds, and patent rights and privileges, improvements, or secret processes, for or in any way relating to all or any of the branches of the company aforesaid.

Second. The term of existence of the company shall be perpetual.

Third. The amount of the capital stock of the company shall be one hundred thousand dollars ($100,000), and the number of shares of which said stock shall consist shall be ten thousand (10,000) of the par value of ten dollars ($10) each.

Fourth. The number of trustees who shall manage the concerns of the company for the first year is five (5), and their names and residences are: Robert Forrester, Salt Lake City, Utah; Edward B. Jones, Salt Lake City, Utah; Horace F. Clark, Washington City, D. C.; William C. Prentiss, Washington, D. C., and Albanus S. T. Johnson, Washington, D. C., the last mentioned three being citizens of the District of Columbia.

Fifth. The name of the place in the District of Columbia where the operations of the company are to be carried on is the city of Washington, but the operations of the company may also be carried on at any other place in or outside of the said District of Columbia.

In testimony whereof we have hereunto set our hands and seals on the fifteenth day of April, A. D. 1904.

The certificate was duly acknowledged by the three persons last named, but was neither signed nor acknowledged by the other two of the five persons named as trustees for the first year.

Upon the filing of the petition a rule was issued upon the respondent Dancy, as recorder of deeds, to show cause, if any he had, why the writ of mandamus should not issue against him, as prayed in the petition. He filed an answer to the peti

Statement of the Case.

[24 App. tion and the rule, in which he set forth that the certificate contemplated the carrying on by the proposed corporation of five several classes of business, instead of one separate and independent enterprise or business, in alleged violation of the provisions of the Code; that the certificate was not executed by all the proposed trustees; that the certificate contemplated the use of the funds of the company in the purchase of the stock of other companies in contravention of the law; and that for these reasons he had refused to receive and record the document. He also averred that his duty as recorder involved the exercise of discretion; that in the exercise of such discretion he had examined the certificate when it was presented to him, and he decided that it was not entitled to record in his office; and that such exercise of discretion by him was not subject to review in a court of law, and his action was not subject to be controlled by the writ of mandamus. He also claimed that the petition should be dismissed because it had not been filed in the name of the United States.

To this answer or return to the rule to show cause there was a demurrer interposed by the petitioners, which was sustained by the court, and thereupon the writ of mandamus was ordered to be issued. From this order the respondent, by direction of the attorney general, as stated in the record, noted an appeal to this court. No bond either of supersedeas or for costs was filed. Subsequently, upon the refusal of the clerk of the court to issue the writ of mandamus pursuant to the judgment or order directing it, upon the ground that the appeal stayed the execution of such judgment, and that, under § 1001 of the Revised Statutes of the United States, no bond was required, the court, upon the application of the petitioners, ordered the issue of the writ. From this order, also, the respondent appealed, but three days afterwards filed an appeal bond. Subsequently, by direction of the department of justice, as stated in the record, the respondent filed a more formal appeal from the last-mentioned order to this court.

The cause is before us now on all these appeals.

Mr. Morgan H. Beach, United States Attorney for the District of Columbia, and Mr. Jesse C. Adkins, Assistant, for the appellant.

Mr. William C. Prentiss and Mr. George Francis Williams, for the appellees:

y. *

*

Section 605, D. C. Code, provides that "any enterprise or business which may be lawfully conducted by an individual" gives corporations the same status as individuals with respect to the scope of their activity. Legality of the activity is made. the test, and not uncertain, indefinite, and, in these days, impossible, lines of demarkation between classes of industries. The scope of a man's business is a matter entirely within his own control, and it is to be observed that the language is, “any enterprise or business," and not "any kind of manufacturing, or marketing business," as in the old law. D. C. Rev. Stat. § 553. "Any" is an indefinite term signifying one or more of many, when the context or other considerations warrant. See 2 Enc. 2d ed. 414, 419; 2 Cyc. 472, 473. Section 2 of the Code, however, furnishes a rule of interpretation which removes any doubt as to the intention of Congress. That section provides: "Words importing the singular number shall be held to include the plural, and vice versa, except where such construction would be unreasonable." That authorizing a corporation to engage in separate and distinct classes of business is not unreasonable, but consonant with modern policy, is demonstrated by reference to the corporation laws of the several

states.

The Business Corporation Law of New York, chap. 567, Laws 1890, § 2: "Any lawful business purpose, or purposes. The Corporation Law of New Jersey, chap. 185, Laws 1896, 6, as amended by P. L. 1899, chap. 176, p. 473: "Any lawful purpose or purposes."

The Corporation Law of Delaware, chap. 273, Laws 1899 (vol. 21, Del. Laws), § 1: "Any lawful business or to promote or conduct any legitimate object or purpose." This is

Argument of Counsel.

[24 App. held to authorize a corporation to unite any number or classes of business. See Address by Josiah Marvel (president of Delaware Charter, Guarantee & Trust Co.) before students of University of Pennsylvania, May 14, 1902, p. 11; also Where and How,-A Hand-Book on Incorporation, by John S. Parker, p. 59.

The Corporation Law of West Virginia, chap. 54 of the Code: "1. For manufacturing, mining, or insuring

*
*
*

10. And for any other purpose or business useful to the public for which a firm or copartnership may be lawfully formed in this State." Held that a corporation is not limited to one object or purpose. See Where and How, supra, p. 72. The Business Corporation Law of Massachusetts, §§ 1, 7, and 8. Section 8 authorizes corporations to carry on as many different kinds of business as are set forth in the agreement of association.

The Corporation Law of Maine, chap. 48, Rev. Stat. 1883, § 16: "Any lawful business including corporations for manufacturing, mechanical, mining, or quarrying business," etc. Held, that a corporation is not limited to one object or purpose. See Where and How, supra, p. 47.

Minnesota Gen. Stat. 1878, chap. 34, title 2. Minnesota Thresher Mfg. Co. 40 Minn. 213.

See State v.

That the broad language of sec. 605 contemplates the inclusion of more than one class of business is further confirmed by the language of § 607, "its operations named in such certificate;" sec. 612, "for carrying on all kinds of business within the objects and purposes of said company; and sec. 633, "for the purposes of the corporation;" and that any corporation by amendment "may extend its business to any other business authorized hereby." See also sec. 635.

We submit that sec. 633 is of itself conclusive of the question, for if a corporation, by amendment, can extend its object to any business other than that named in its certificate, it necessarily follows that there is no prohibition against a corporation. engaging in more than one class of business, and it is absurd.