1

Borough of Ben Avon vs. Crawford et al

street, but within the municipality, and at the same time be relieved of any participation in the cost of the very improvement that enhances the value of his property. The defendants claim that the Act is invalid because it cannot apply to all the cities, boroughs and townships of the State, in that both municipalities affected must be in the same county, and that there may be instances in which the highway, constituting the improvement, may be the boundary line between a municipality wholly within the limits of one county and a municipality wholly within the limits of an adjoining county, in which case the Act would not apply, and in therefore local or special legislation. We think this would be a narrow construction of the Act, and while it would be easy to suppose a situation suggested by the argument of the defendants, our attention has not been called to any case or instance in which such a state of facts actually exists.

There can be no doubt that the Act relates to matters of municipal concern only, and relates to the improvement of every public highway that marks the boundary line between all cities, boroughs and townships of the Commonwealth that are within the limits of the same county. The purpose of the Act was to compel the owners of real estate, lying outside the municipalities making street improvements, to assist in paying therefor in all cases where their property abuts on such improved streets. While there might be instances in which an improved street formed the boundary line between the municipality making it and another municipality in an adjoining county, to which the Act would not apply, we fail to see why such a contingency would render the Act unconstitutional on the ground of local legislation, when it embraces every case in which the improved highway marks the boundary line between all municipalities located in the same county. We are advised to be not over astute in finding reasons for holding legislation to be unconstitutional merely because it may be local in form, but to look beyond the form of the Act and determine its intent and effect, while keeping in mind the purpose of the Constitutional restrictions.

We are not clearly of opinion that the Act in question is unconstitutional, and the rule, therefore, is discharged.

Injunction

Pickersgill et al. vs. Rock Run Fuel Company et al.

Corporation Mismanagement of Affairs-Election of Corporate Officers-Master to Supervise.

Plaintiffs, stockholders in a corporation filed a bill, alleging mismanagement of its affairs, and praying that an injunction issue restraining those in charge from appointing or attempting to appoint any proxy committee or judges to conduct an election at a stockholders' meeting to be held on a certain date, and also asking that the court appoint a master to conduct this election and report to the court. Testimony was taken in open court.

Held: That the testimony and the facts elicited thereby were sufficient to justify a belief on behalf of the petitioning stockholders that the affairs of the corporation were not being managed properly, and while the court at this stage of the proceedings would express no opinion as to the legality of past transactions, all interests would be best served by granting the injunction and appointing a master as prayed for.

Bill for Injunction and Appointment of Master to Conduct Election, Etc. No. 1565 January Term, 1916. Docket A. C. P. Allegheny County.

Jennings & Jennings, W. A. Jordan, and Gordon & Smith, for plaintiff.
Charles A. Lewis, for defendant.

CARPENTER, J., December 31, 1915.-Under date of December 6, 1915, plaintiffs, all of whom are stockholders in Rock Run Fuel Gas Company, a corporation, filed their bill against the defendants in which they set out the corporate existence of the Rock Run Fuel Gas Company, the business of the corporation, the location of its principal office, the number of directors, the outstanding capital stock, common and preferred, and the par value. They further set out the number of shares of stock owned by each, whether common or preferred or both. They also state that T. B. Foley and W. V. Powell, plaintiff, are directors and that on January 12, 1915, A. T. St. John, George H. Rockensus and Frank Snee, defendants, were elected directors of said company, and that the next annual meeting of the stockholders for the election of directors is to be held January 11, 1916, at two o'clock P. M., that being the date and time fixed by the by-laws for holding said election. The fifth paragraph of the bill charges that for more than ten years past one John A. Snee has completely dominated and controlled the defendant Company and its business affairs and continues to dominate and control it for his own interests and against the interests of the Company, its stockholders and creditors; that A. T. St. John, the President, and F. J. Kerrigan, the Secretary, have been, for several years past, under the absolute domination and control of said Snee, and have exercised and are exercising their powers as officers under his direction and for his interests instead of the interests of the corporation; that until the Spring of 1914, the majority of the capital stock was owned or controlled by Snee and that for several years past he has been the General Manager of the corporation. Plaintiffs further allege that the minority shareholders were given no information as to the business or financial condition of the Company, and that frequent requests for such information were met with insults and refusals. They charge gross mismanagement and neglect of duty on the part of the directors and General Manager. Numerous instances of alleged misconduct are cited, among them the payment of large sums of money by the Secretary and Treasurer, to said Snee, without the knowledge or consent of the Board of Directors, and without any effort on the part of the President to inform himself as to said irregularities or prevent payment of said moneys. The eighth paragraph of the bill alleges misconduct on the part of A. T. St. John and others in conducting the regular annual election of directors held January 12, 1915. In substance, the charge is that the stockholders were denied the

Pickersgill et al vs. Rock Run Fuel Company et al.

right to elect a proxy committee, the Chairman claiming the right to select said committee; that the Chairman appointed a judge and tellers, denying the right of the stockholders to elect said judge and tellers to conduct said election; that the parties appointed were under the domination and control of John A. Snee and were selected in order that said Snee and his associates could elect a majority of the board. It is further alleged that the United States National Bank of Pittsburgh was denied the right to vote stock owned by it, in all 2,078 shares of the preferred and 3,003 shares of the common stock of the company, upon the pretext that said Bank did not have a good title to said stock. This paragraph of the bill contains averments charging or tending to show arbitrary conduct on the part of the Chairman, St. John, and the election officers, and a denial of the rights of the complainants. The bill further sets forth that the next annual election of directors will be held January 11, 1916, and that complainants believe and aver that at said meeting an attempt will be made by A. T. St. John, George H. Rockensus and Frank Snee, or by others acting in collusion with them to control the election by such action as will result in the arbitrary, unlawful and fraudulent rejection of the votes of certain stockholders, and thus enable the said St. John and others acting with him, to elect a majority of said directors by fraudulent means, although they, the said St. John and those acting with him, hold only a minority of the votes. Complainants further aver that unless said stockholders meeting is controlled by the Court disorder will occur and possibly violence, and that they and other stockholders acting with them will be deprived of their right to vote the stock lawfully held by them, or to have the votes properly counted.

Plaintiffs therefore pray that an injunction issue, restraining the said A. T. St. John, George H. Rockensus, Frank Snee and any other person from appointing or attempting to appoint, at the meeting of the stockholders of Rock Run Fuel Gas Company to be held January 11, 1916, or any adjournment thereof, any proxy committee or judges of election except as they may be authorized so to do by the majority vote of the stockholders present in person or by proxy, and from taking any action which may limit or impair the free exercise of their voting power by the stockholders of said Company and the proper counting of votes; and that the said A. T. St. John, George H. Rockensus and Frank Snee and any other person be restrained from taking, removing, restraining or withholding any books and papers of the Rock Run Fuel Gas Company from the use of the stockholders at said election or previous thereto, or preventing the inspection by the stockholders of the list of stockholders and the stock transfer books during the election to be so held.

The third prayer of the bill is as follows:

"That your Honorable Court shall appoint a master to preside during its sessions at the annual stockholders meeting of the Rock Run Fuel Gas Company to be held January 11, 1916, and at any adjournment, or adjournments thereof, and to supervise and conduct said election for five directors and make report thereof to your Honorable Court."

From the foregoing recital it will readily be discovered that serious dissention has arisen among the stockholders of the defendant corporation. The statement of the substance of the bill is not intended as an intimation of any opinion respecting the truth of the matters alleged, but it merely intended to present in narrative form a general view of the reasons assigned for filing the bill and in support thereof. Testimony was heard at length in open Court, on Wednesday and Thursday. December 22 and 23. Many material facts alleged by one side were denied by the other, and without attempting to analyze and discuss these contradictions, or the uncontradicted evidence, the conclusion cannot be avoided that the interests of all parties

Pickersgill et al vs. Rock Run Fuel Company et al.

concerned will be best protected by the appointment of a master to conduct the approaching election of directors. It should be stated that The Diamond National Bank is now the owner of the stock formerly owned or claimed by the United States National Bank and referred to in the bill as the stock which Frederick Pickersgill, representing the United States National Bank, offered to, but was denied the right to vote at the election of January 12, 1915.

At the hearing before the Court testimony was taken in support of the averments in the bill and also in contradiction of some of said averments. Many statements of fact were admitted and others vigorously denied. It is unnecessary at this time, to pass upon many of the points raised by the testimony. It may be true as contended by the plaintiffs that the affairs of the corporation have not been honestly administered, or it may be true as contended by defendants that those in charge of its business have been faithful in the discharge of their duties. There are, however, certain facts not in dispute in relation to the dealings between John A. Snee and those having immediate control and management of the company's business, its books, cash account, etc. The books of the corporation show a course of dealing between Mr. Snee and the Company that fully justifies the suspicions of the stockholders, that the cash of the Company has been used in the interest of Snee and not in the interest of the Company. We may assume that the transactions were in fact honest, that no wrong was done or contemplated, yet the fact remains that they were such as to give rise to the belief that they were not honest. The testimony shows conclusively that the financial transactions between Snee and the Company, were in fact between Snee and those whose wills were subservient to his. As statad above, all of the transactions may have been honestly conducted, and for present purposes we may assume that they were, but they were wrong, were of that character that inevitably lead to charges of dishonesty and in most cases to actual dishonesty, even though none of the parties were actuated by any improper motive. With the affairs of the company in a condition so unsatisfactory to many stockholders, charges of fraud and mismanagement were inevitable.

That the President and those aligned with him have so acted as to intensify the feeling of distrust which has existed for some time, and still exists, can not be doubted. Detailed examination and investigation may result in complete vindication of all those charged with wrongdoing, but this does not affect existing conditions, and it is with these only that this opinion deals. It is not deemed necessary at this time to file specific findings of fact and conclusions of law. The testimony relating to the annual meeting January 12, 1915, and the testimony showing the reasons for the existence of a well founded feeling of distrust among the stockholders, convinces us that only by the granting of the injunction prayed for and by appointing a master to conduct the election January 11, 1916, can the rights of all parties be adequately protected.

An injunction will, therefore, be issued and a master appointed, for the purposes specified in plaintiffs' bill. Counsel will submit form of decree.

In re Practice of Dentistry.

Dentists—Registration of

-Misdemeanor

-Act of May 3, 1915, P. L. 219.

Under the provisions of the Act of May 3, 1915, P. L. 219, all dentists, whether in practice five years prior to the passage of the act, or whether admitted within five years, or after the passage of the act, are required to be registered annually with the Dental Council before January 1, of the succeeding year, and also with the Prothonotary of the Court of Common Pleas. This certificate must be displayed in a conspicuous place in the office, otherwise they may be adjudged guilty of a misdemeanor.

The widow of a deceased dentist cannot manage an office without being registered as a dentist, even though she employs registered dentists.

OFFICE OF THE ATTORNEY GENERAL,
Harrisburg, Pa.

Dr. Alexander H. Reynolds,

Secretary State Board of Dental Examiners,

Philadelphia, Pa.

Dear Sir:

January 5, 1916.

I am in receipt of your communication of recent date asking to be advised relative to portions of the Act of May 3, 1915, P. L. 219, which amends several sections of the Act of May 7, 1907, P. L. 161, regulating and defining the powers and duties of the Dental Council and the State Board of Dental Examiners; regulating and limiting the practice of dentistry; and prohibiting the practice by and employment of unlicensed persons, etc.

Your specific inquiries are as follows:

1. Does the proviso in the latter part of Section 5 exempt anyone from rcgistering with the Board of Examiners each year?

2. Does Section 6 prevent the widow of a dentist from continuing the practice of the deceased husband, managing it herself and employing a registered man to do the actual work?

A careful reading of the Act of Assembly in question discloses that it is intended to be as the title of the amended Act indicates, a comprehensive regulation of the practice of dentistry in the State of Pennsylvania. It is an Act "Regulating and defining the powers and duties of the Dental Council and the State Board of Dental Examiners; providing for appointment of examiners; defining qualifications of applicants for examination; condition of granting licenses, regulating and limiting the practice of dentistry; prohibiting practice by or employment of, unlicensed persons, and providing punishment therefor; and disposition of fees and fines, and fixing the appropriation to the Dental Council."

Accordingly, Section 2 of the Act defines in detail the qualifications of applicants for examination, and also provides for the licensing of practitioners, and it is quite clear that the intendment of the Act is that a person, whether applying for a license to practice dentistry, or already lawfully engaged in such practice, shall register with the Board of Dental Examiners, as appears from the following paragraphs in Section 2 of the Act:

Paragraph 6 of Section 2 provides:

"The Board of Dental Examiners shall keep a book of registration at the office of the board, in which shall be registered the names and addresses of each person duly qualified under existing laws, or who may hereafter become qualified, to conduct the practice of dentistry in Pennsylvania."

Paragraph 7 of Section 2 provides :

"And it shall be the duty of all persons now qualified and engaged in the practice of dentistry, or who shall hereafter be licensed by the Dental Council to engage in such practice, in this Commonwealth, to be registered with the said Board of Dental Examiners as practitioners, on or before the first day of January, one thousand nine hundred sixteen, and thereafter to register with