no sinister or unlawful purpose." After say- | ficial it might be from a business standpoint ing that at one time the courts of England to do so, cannot be denied under the law of strongly opposed the right of one corporation | Maryland as settled by the decisions of this to deal or invest in the stock of another court." (The counsel inadvertently named without express authority, he said: "But the sum of $510,000 instead of $550,000, that opposition has been entirely overcome, which was the amount paid.) The only auand it is now settled there that one corpora- thority cited for that statement is the Westtion may deal in the shares of another with-ern Maryland R. R. Co. Case, and, as we unout express authority so to do, unless where expressly prohibited or the nature of its business render it improper so to do." In Davis v. U. S. E. P. & L. Co., 77 Md. 35, 25 Atl. 982, the latter statement, quoted from Booth v. Robinson, was repeated as the set tled law of this state on the subject.

derstand that case and other decisions of this court, we cannot admit that such is the law of this state. We are now speaking of the question of ultra vires, and not what we deem the important question which we have at such length discussed in this and the other opinion. One objection urged by the courts which have denied the right of one corporation to deal in the stock of another is that it would lead to speculation and jeopardize the property of the holding company and its ability to perform its corporate duties. It was certainly not incumbent on the Northern Central to hold this stock for speculative purposes, and when it sold five-twelfths of 5,000 shares of the stock held by it at $10 per share more than it paid when there were only 6,000 shares (the additional 6,000 not having cost it a penny), and still retained a controlling interest in the company at a net cost of $50,000, it cannot be properly said that it was making an improper use of its resources, or that it had no legal right or power under its charter to make the sale, although it was induced to sell it in order "to equalize the apportionment," or as the report which was approved and adopted by the stockholders said: "In order to give the com

It has not been suggested that either the Northern Central or the Philadelphia, Wilington & Baltimore was prohibited from holding stock in another company, and there can be no doubt that under our decisions they could do so, provided they did so bona fide and without any sinister or unlawful purpose. It certainly will not be denied that, if a corporation can purchase and hold shares of stock of other corporations, it can sell them, or a part of them, if necessary or it be deemed desirable; indeed, the language of the court in the two cases cited above is, "may deal in the shares of another," for it would take away one of the ordinary and most important incidents to the ownership of property to withhold from a corporation, as owner of stock, the power to sell it, unless it would interfere with some duty it was under obligation to perform, and it would in many cases be disastrous to the interests of all concerned if it could not sell such stock as it held. In the Western Mary-panies contributing traffic to the Union Railland R. Co. Case the company had no power to do what it undertook to do, while in this case both companies had the power to buy and sell the stock of the Union Company, which was undoubtedly to their interest, and not being a competing road, but a link in their system, such ownership was not only not objectionable but very desirable. There is therefore a radical difference between the two cases.

But it is said that the Northern Central had no power to sell the 5,000 shares to the Philadelphia, Wilmington & Baltimore "in order to induce the latter company to furnish or continue to furnish the traffic in question," and that "in consideration of this fact, as the resolutions show, the stock was delivered to the Philadelphia, Wilmington & Baltimore; the latter not being required to pay for the same, but being only required to pay a sum of money amounting to $510,000 'to equalize the apportionment.' That such a contract or agreement and such a payment were ultra vires, for the reason that the Northern Central Railroad had no legal right or power under its charter to use or agree to use its resources for such a purpose, however bene

There

road Company of Baltimore an ownership
based on the amount of said contributions."
If it had the power to purchase and sell, as
it undoubtedly had, the fact that such was
the inducement for it to sell certainly could
not deprive it of the right to do so.
was nothing illegal in such an inducement,
but on the contrary, as we have shown above
and in the other opinion, it might very well
have been deemed the wise and proper thing
to do, not merely in justice to the purchaser
for reasons we have stated, but for the in-
terest of the Northern Central.

So this brings us back to what we have already so fully discussed and we will not discuss it further, except to repeat, what we have said or indicated, that the appellees have not given the action of the stockholders at the annual meeting in February, 1895, the force and effect it is in law entitled to. None of the judges who sat in the case, who gave it their best consideration before it was decided and have since carefully considered this motion, have any doubt as to the correctness of the conclusions reached, and the motion must therefore be denied.

Motion for reargument overruled.

(120 Md. 553)

RUGGLES v. STATE. (Court of Appeals of Maryland. April 11, 1913.)

1. CRIMINAL LAW (§ 84*)-JURISDICTION-OP

ERATION OF MOTOR CAR-STATUTE-IMPLIED
REPEAL

By Acts 1910, c. 207, and Acts 1912, c. 133, justices of the peace were given jurisdiction of violations of the motor vehicle law in Baltimore; but Acts 1912, c. 777, approved later than chapter 133, expressly took such ju: risdiction from the justices, and provided that violations of state license laws shall be tried in the criminal court. Held that, as the two laws cannot "stand together and be executed at the same time," the last act, though of a more general application, repealed the prior law, and a prosecution for operating an automobile without a license, occurring after chapter 777 took effect, was properly brought in the criminal

court.

engines and motor vehicles used for municipal purposes are exempted. Held that, as the classification was a reasonable one which the Legislature had the power to make in the exer cise of the police power, it does not deprive professional chauffeurs of the equal protection of the law, contrary to the fourteenth amendment to the federal Constitution.

[Ed. Note.-For other cases, see Constitution-
al Law, Cent. Dig. § 687; Dec. Dig. § 230;*
Licenses, Cent. Dig. §§ 7-15, 19; Dec. Dig. §
7.*]
7. CONSTITUTIONAL LAW (§ 287*)-DUE PRO-

CESS OF LAW-OCCUPATION TAX-PROFES-
SIONAL CHAUFFEURS.

of the state to impose license taxes on occupa-
The act is valid as an exercise of the power
tions, and therefore does not deprive profession-
al chauffeurs of property without due process
of law, contrary to the fourteenth amendment
to the United States Constitution and the
twenty-third article of the Declaration of
Rights.

al Law, Cent. Dig. §§ 831, 905; Dec. Dig. § [Ed. Note.-For other cases, see Constitution

287.*]

8. LICENSES (§ 7*)-OccUPATION TAX-PROFESSIONAL CHAUFFEURS - ARBITRARY AND UNUSUAL TAXES.

The act being a valid exercise of the state's power to impose license taxes on occupations, it is not an arbitrary and unusual tax, within the fifteenth article of the Declaration of Rights forbidding such taxes.

[Ed. Note.-For other cases, see Licenses, Cent. Dig. 88 7-15, 19; Dec. Dig. § 7.*] 9. STATUTES (§ 121*)-SUBJECTS AND TITLES.

The act is not repugnant to Const. Md. art. fessional chauffeurs without a title sufficiently describing the subject; since it forms a part of the Code of Public Civil Laws (article 56, § 138) under the title "Licenses," subtitle "Motor Vehicles," and the act describes its subject by reference to that article and section of the Code.

3. CONSTITUTIONAL LAW (§ 136*)-OBLIGA-3, § 29, in dealing with annual licenses for proTION OF CONTRACTS-LICENSE FROM STATEMOTOR VEHICLES. A license to operate a motor vehicle issued under Acts 1910, c. 207, which provided that it "shall be good until revoked" for certain causes, is not a contract between the licensee and the state preventing the repeal of the law and the requirement of an annual license; the words quoted being merely intended to define the privilege.

[Ed. Note.-For other cases, see Constitutional Law, Cent. Dig. §§ 299, 300, 343, 362; Dec. Dig. § 136.*]

[Ed. Note.-For other cases, see Statutes, Cent. Dig. §8 146, 173, 174; Dec. Dig. § 121.*1 10. CONSTITUTIONAL LAW (§ 83*)-IMPRISONMENT FOR DEBT-PROFESSIONAL CHAUFFEUR'S LICENSE TAX-"DEBT."

The act does not violate Const. Md. art. 3,

4. LICENSES (§ 5*)-POLICE POWER-REGULA-38, prohibiting imprisonment for debt; since TION OF USE OF MOTOR VEHICLES.

Acts 1912, c. 133, being intended to insure the competency of the drivers of motor vehicles by the requirement of a license, and to regulate their use, in order to promote the public safety is within the police power of the state.

[Ed. Note.-For other cases, see Licenses, Cent, Dig. 88 4, 19; Dec. Dig. § 5.*] 5. CONSTITUTIONAL LAW (§ 48*)-STATUTES— PRESUMPTION OF VALIDITY-EXERCISE OF POLICE POWER-PROPRIETY OF CLASSIFICA

TIONS.

The propriety of a classification of persons by the Legislature in legislation under the police power will be presumed, unless apparent that it does not rest on reasonable grounds. [Ed. Note.-For other cases, see Constitutional Law, Cent. Dig. § 46; Dec. Dig. § 48;* Statutes, Cent. Dig. § 56.]

a "debt" within the meaning of that provision is an obligation arising otherwise than from the sentence of a court for crime, and the imprisonment authorized by the act is not for failure to pay the fee, but for operating a motor vehicle without a license contrary to law. [Ed. Note.-For other cases, see Constitutional Law, Cent. Dig. §§ 150-1512; Dec. Dig. § 83.*

For other definitions, see Words and Phrases, vol. 2, pp. 1864-1887; vol. 8, p. 7628.]

Appeal from Criminal Court of Baltimore City; James P. Gorter, Judge.

Thomas D. Ruggles was convicted of oper ating a motor vehicle without a license, and he appeals. Affirmed.

Argued before BOYD, C. J., and BRIS6. CONSTITUTIONAL LAW (§ 230*)-LICENSES COE, BURKE, THOMAS, PATTISON, (8 7*)-EQUAL PROTECTION OF LAW-REA-URNER, STOCKBRIDGE, and CONSTASONABLENESS OF CLASSIFICATION-PROFESSIONAL CHAUFFEURS.

Acts 1912, c. 133, imposes a fee of $2 for an indefinite license to operate a motor vehicle, but professional chauffeurs are required to pay an annual fee of $5, while operators of traction

BLE, JJ.

George J. Kessler, of Baltimore, for appellant. Horton S. Smith and Edgar Allan Poe, both of Baltimore, for the State.

The appellant was tried under an indict- The theory of the defendant is that the ment which charged, in separate counts, statutes regulating the use of motor vehicles first, that he unlawfully operated a motor embody a special system of law on that subvehicle upon the highways of the state, with- ject, and that chapter 777 of the Acts of out having first obtained a license from the 1912 is an enactment of a more general commissioner of motor vehicles, and, second- nature. It is then sought to apply the rule ly, that he unlawfully operated a motor that a later general law does not repeal a vehicle upon the highways of the state for prior and particular act unless direct referanother, to wit, for the Brown Taxi Com- ence is made to it for that purpose, or unpany, a corporation, for salary, wages, hire, less the terms of the two statutes are irand profit, without having first obtained a reconcilable. Garrett v. Janes, 65 Md. 260, license from the commissioner for that pur- 3 Atl. 597; State v. Railway Co., 44 Md. pose. Each of the counts averred also that 167; Anne Arundel County v. United Railthe defendant was not "then and there ac- ways Co., 109 Md. 390, 72 Atl. 542. If it be companied by a person duly licensed to assumed that the legislation defining the operate motor vehicles upon the highways jurisdiction of the police justices of Baltiof the state." By motion to quash the first more city is more general in its character count and by demurrer to the second count than that relating to the use of moter the defendant questioned the jurisdiction of vehicles throughout the state, there is never

state which the act of 1912 impairs as to professional operators in violation of section 10 of article 1 of the Constitution of the United States.

provisions under consideration as to affect tuted contracts between the holders and the a repeal by implication. The test of repugnancy in such cases is the practical inquiry whether the two laws can "stand together and be executed at one and the same time." State v. Gambrill, 115 Md. 511, 81 Atl. 12; State v. Yewell, 63 Md. 121; School Commissioners v. Henkel, 117 Md. 105, 83 Atl. 89. It is evident here that the earlier statute, authorizing the police justices of Baltimore city to try and determine cases in which persons are accused of violating the law requiring licenses to be obtained for the operation of motor vehicles, cannot be applied consistently with the later act, which expressly forbids the exercise of such jurisdiction. We accordingly hold that the motion to quash was properly overruled.

[2] The indictment was said to be defective in not alleging that the automobile operated by the defendant was not included in certain classes of motor vehicles which are specifically exempted by the terms of the statute. The requirement for the license is in section 138, while the exception referred to is in section 140t, which provides an exemption as to all motor vehicles used by any municipal police or fire department or salvage corps, and all ambulances, road rollers, street sprinklers, street sweepers or cleaners, and all traction engines used for the hauling of agricultural machinery. The rule is that, "where, after general words of prohibition, an exception is created in a subsequent clause or section, it must be interposed by the accused as a matter of defense, and it is not necessary in such case that the indictment should negative the exception by express averment." Weber v. State, 116 Md. 410, 81 Atl. 609; Parker v. State, 99 Md. 201, 57 Atl. 677; Kiefer v. State, 87 Md. 567, 40 Atl. 377; Stearns v. State, 81 Md. 341, 32 Atl. 282. This well-settled principle disposes of the objection to which we have referred.

There are various constitutional questions raised on the demurrer, and they will be considered in the order in which they are pre

sented.

It was held in Doyle v. Continental Insurance Co., 94 U. S. 535, 24 L. Ed. 148, that “a mere license by a state is always revocable," and in Stone v. Mississippi, 101 U. S. 814, 25 L. Ed. 1079, that "the contracts which the Constitution protects are those that relate to property rights, not governmental," and that "the Legislature cannot bargain away the police power of a state." This court has twice declared that the Legislature has "the power to prohibit the sale of * * liquor in any part of the state, notwithstanding a party to be affected by the law may have procured a license, under the general license laws of the state, which has not yet expired. Such a license is in no sense a contract made by the state with the party holding the license. It is a mere permit, subject to be modified or annulled at the pleasure of the Legislature, who have the power to change or repeal the law under which the license was granted." Fell v. State, 42 Md. 89, 20 Am. Rep. 83; Clark v. Tower, 104 Md. 181, 65 Atl. 3. The principle of these decisions is clearly applicable to the present case. There is no ground upon which the license here in question can be exempted from the power of revocation reserved to the Legislature. The provision in the statute that the license "shall be good until suspended or revoked" for prescribed causes, and "shall not be required to be renewed annually," was merely intended to define the privilege accorded the licensee, and does not have the effect, suggested by the defendant, of binding the state by a contract which cannot be constitutionally rescinded.

The validity of the statute is next assailed on the ground that it unduly discriminates against those who operate motor vehicles for salary, wages, hire, or profit, thereby denying to them the equal protection of the law contrary to the fourteenth amendment of the federal Constitution. The act is said to make an arbitrary distinction in favor of the operators of motor vehicles and traction engines of the classes exempted by section 140t, and to place a special and unreasonable burden upon professional chauffeurs.

[3] The first of these objections is based upon a theory which involves a consideration of section 138 of the motor vehicle law as it existed prior to its amendment by chapter 133 of the Acts of 1912. This section in its present form has already been quoted. As [4, 5] The primary purpose of this generincorporated in chapter 207 of the Acts of al system of legislation is to insure the com1910, it provided that the license fee of $2, petency of the operators of motor vehicles provided for operators of motor vehicles, and to regulate the use of this means of rapshould be good until suspended or revoked id transit on the public highways. The law for causes specified in a later section, and is manifestly directed to the promotion of should not be subject to annual renewal. the public safety, and its enactment, thereThe provision that professional chauffeurs fore, was within the police power of the should annually obtain an operator's license at a cost of $5 was added to the section by the act of 1912. It is contended that the licenses issued under the act of 1910 were perpetual and irrevocable, except for certain

state. There can be no doubt that the Legislature, in the excercise of this power, may classify the persons to whom the prescribed regulations shall apply, provided the classifications are not unreasonable or arbitrary.

569, 75 Atl. 105, 134 Am. St. Rep. 636; State the constitutional provision here invoked. v. Broadbelt, 89 Md. 565, 43 Atl. 771, 45 L. The Rohr Case was concerned with an act R. A. 433, 73 Am. St. Rep. 201; Holden v. requiring a separate license to be obtained Hardy, 169 U. S. 395, 18 Sup. Ct. 383, 42 L. by traders for each place of business mainEd. 780; Barbier v. Connolly, 113 U. S. 27, tained, and it was objected that this provi5 Sup. Ct. 357, 28 L. Ed. 923; Bowman v. sion offended against the declaration in the Lewis, 101 U. S. 22, 25 L. Ed. 989; L'Hote Bill of Rights "that every person in the state v. New Orleans, 177 U. S. 587, 20 Sup. Ct. or person holding property therein ought to 788, 44 L. Ed. 899. The propriety of such contribute his proportion of public taxes for provisions, however, will be presumed, un- the support of the government according less it is apparent that they do not rest upon to his actual worth in real or personal propreasonable grrounds. Mt. Vernon Co. v. erty." In disposing of this objection the Frankfort Co. and Holden v. Hardy, supra. court, in an opinion by Judge Briscoe, [6] It is clear that the discriminations said that, while all taxes levied upon properhere complained of are not open to this ob- ty are required to be uniform, "the framers jection. The exemption of motor vehicles of the Constitution also declared that in adused for municipal purposes, under public dition to taxes on property other taxes authority and control, was obviously and might be levied for the good government justly consistent with a valid legislative and benefit of the community.' A license purpose to regulate the use of such means of tax as laid or imposed here is not a direct transportation for private convenience or tax on property, within the meaning of the profit, and the exception as to traction en- first clause of the fifteenth article of the gines employed in hauling agricultural ma- Bill of Rights, but is a tax on the business chinery was plainly proper in view of the or occupation of the trader or licensee, unessential design of the act to regulate motor der the last clause of that article." The vehicles capable of being operated at a high power of a state to impose a tax by way of rate of speed. The requirement that pro- license upon pursuits and occupations withfessional chauffeurs shall obtain a license an- in its limits, was said to have never been nually at a cost of $5, while other operators seriously questioned. In the opinion by pay a fee of only $2 for a license which Judge Boyd in the Applegarth Case it was does not need annual renewal, possibly had said: "The privilege of carrying on the busiregard to a special necessity for supervision ness of packing and canning oysters is made in the case of those who operate motor ve by this law to depend upon the taking out of hicles as a regular business. a license, and we do not think the provisions of the state Constitution looking to equality and uniformity in taxation are thereby violated. The right to require the payment of license fees for the privilege of carrying on business of different kinds has been recognized for many years in this state, and the license fees required to be paid have been fixed, in the discretion of the Legislature, according to circumstances and the character of the business."

[7] But in any event the validity of this provision can be readily sustained as an exercise of the well-recognized power of the state to impose license taxes upon occupations within its limits. State v. Applegarth, 81 Md. 300, 31 Atl. 961, 28 L. R. A. 812; Rohr v. Gray, 80 Md. 276, 30 Atl. 632; Mason v. Cumberland, 92 Md. 461, 48 Atl. 136; Meushaw v. State, 109 Md. 91, 71 Atl. 457; License Tax Cases, 5 Wall. 462, 18 L. Ed. 497; Welton v. Missouri, 91 U. S. 278, 23 L. Ed. 347; 25 Cyc. 599. This consideration disposes also of the additional objection urged that the exaction of a special license fee in the case of those who operate motor vehicles for salary, wages, hire, or profit deprives the defendant of his property without due process of law, contrary to the fourteenth amendment of the Constitution of the United States, and of the twenty-third article of the Declaration of Rights of Maryland.

[8] The further contention that the annual license fee of $5, required of professional chauffeurs, is an arbitrary and unusual tax, and, as such is obnoxious to the fifteenth article of the Declaration of Rights, is distinctly answered by the rulings of this court in State v. Applegarth and Rohr v. Gray, supra. In each of these cases an occupational license fee was being considered, and in each instance it was held that the imposi

*

[9] The point is made that chapter 133 of the Acts of 1912, in providing for a special and annual license for professional chauffeurs, and in thus creating a new class of operators, deals with a subject which is not sufficiently described in its title, and is therefore, repugnant to section 29 of article 3 of the state Constitution. This provision forms a part of section 138 of article 56 of the Code of Public General Laws, title "Licenses," subtitle "Motor Vehicles," and the title of the act of 1912 describes the subject of its enactments by reference to the article and sections of the Code in which they are incorporated. This has been frequently held to be a sufficient description, and there can be no doubt that the provision in controversy is germane to the general subject to which the title refers. State v. Loden, 117 Md. 373, 83 Atl. 564, 40 L. R. A. (N. S.) 193; Bond v. Baltimore, 116 Md. 683, 82 Atl. 978; Curtis v. Mactier, 115 Md. 386, 80 Atl. 1066; Worces