which said mortgages shall be conditioned for the payment of all moneys received from said bank on account of subscriptions for stock, and for the final payment of the bonds of the State and the interest thereon subject to such rules, regulations and restrictions as may be herein after provided, which said mortgages shall form the basis of, and stand as a full security for, the loan or loans and the interest thereon, which the said directors are authorized to make, and designated in the first section of this act as forming the capital of said Bank." The 14th section provides "That, for the guaranteeing of the bonds to be emitted by the State, in favor of the Real Estate Bank and of the interest, and for which the State pledges its faith and credit, all the bonds with the privileged mortgages executed for stock, are hereby transferred to the State and the holders of the bonds which may be issued by the State in virtue of this act: and the governor shall only emit the State bonds after it shall have been proven to him, by the certificate of the President of said bank, that mortgages have been executed by the stockholders of said bank in conformity with, and according to, the true intent and meaning of this act, for at least one-eighth more than the bonds required." The 17th sec. provides "That each and every stockholder shall be entitled to a credit equal to one-half of the total amount of his shares."

These are the principal provisions of the charter which bear upon the question before us. Before, however, we are permitted to resort to forced construction, such as will defeat and destroy the effect of any portion of the act expressed by the ordinary import of the language used, we should first see whether the several provisions of the act may not be so harmonized as to give effect to all of its parts, and, at the same time, carry into effect the general purpose and intent of the act; for it is a rule that every clause and word of a statute shall be presumed to have been intended to have the same force and effect. Opinion of the Justices, 22 Pick. 571. Smith's Com. 629.

A statute is to be construed so that it may have a reasonable effect, agreeably to the intention of the legislature. (Kelly Bank

Petitioners, 23 Pick. 93.) It ought to be construed, if possible, so that no clause, sentence or word shall be void, superfluous, or insignificant. (James vs. Dubois, 1 How. R. 285. Hutchen vs. Niblo, 4 Blackf. 147. 1 Blac. Com. 89.) But if, from a view of the whole act, the intent is different from the literal import of its terms, then the intent should prevail. (Brown vs. Wright, 1 Green. 240.) It is only, however, where the terms used are ambiguous, that construction is permissible; for, whether expressed in general or limited terms, there is no room for construction, where the language is unambiguous, plain and consistent. Bartlett vs. Morris, 9 Port. 266. Wilkinson vs. Leland, 2 Peters 662. People vs. The Utica Ins. Co., 15 J. R. 358. Smith's Com. 627.

With these rules before us, we will proceed to examine the several sections of the charter above referred to, and such others as we find connected with the point under consideration.

After a careful examination of the charter we have been unable to discover the ambiguity and vagueness which has been ascribed to it, at least to that portion of it which is the immediate subject of consideration. The obvious intention of the legislature was to establish a bank which would furnish an increased circulating medium and facilitate the means of obtaining exchange, and thereby give a quickening impulse to commerce and trade, and furnish capital by which to aid the great agricultural interest of the State. However visionary this may, in reality, have been in view of the commercial and agricultural resources of the country at the time, it is, nevertheless, true that such were the leading motives which induced the legislature to grant the charter; indeed, the sole inducement, in connexion with the privilege of borrowing $50,000 of the bank annually for ten years, and a bonus of $5,000 per annum for ten years, as provided for by the 34th and 36th sects of the charter. To accomplish this object, and to bring into existence the agent by which these ends were to be attained, it became necessary to hold out such corresponding advantages to the citizens of the State as might induce them to subscribe for stock and pledge

their lands for the payment of the capital to be used in banking. These inducements were, that, if the corporation would guarantee the payment of the bonds to be issued by the State and the interest thereon, by mortgage upon the lands subscribed, the State would issue bonds, by the sale of which it might raise its bank capital; and the State, through her legislature, by the terms of the charter, held out to the citizens, as a further inducement to become subscribers for stock, the advantage of getting large sums of money upon more indulgent and favorable terms than were allowed to citizens generally, and the ultimate prospect of receiving a dividend from the banking operation. Influenced by these evident motives and inducements, the corporation was called into existence as the agent by which they were to be mutually benefited. When the State issued her bonds, as she was required to do by the 10th section, it was unquestionably upon the faith of the security given by mortgages under the 13th section. In that section, it was required that the stockholders should execute bonds and mortgages to the bank, conditioned for the payment of the bonds of the State and interest thereon, and also for the payment of all moneys received from the bank on account of subscriptions for stock. The first of these conditions enured to the benefit of the State and the bond-holders; the second, to the bank and the stockholders: To the bank, by furnishing security for the money allowed to be drawn under the 17th section; and to the stockholders, by facilitating their means of drawing money upon security already given; thereby giving to the State and to the bank distinct and independent security touching liabilities in no respect dependent on each other. These mortgages having been executed by the stockholders to the bank, in order to assert and secure the interest intended by the general provisions of the charter, they were, by the 14th section, transferred to the State and bondholders. Transferred for what purpose? Most clearly to preserve the equitable lien which was created to secure the State and the bond-holders, because this was the whole intention and purpose of the mortgages so far as these were concerned. Nor do we think it just to construe the terms "transfer to the State,"

Wilson vs. Biscoe et al.

[JANUARY &c., to mean any other or greater interest than that which related to the State and the bond-holders. In doing so we must suppose that the legislature intended to defeat and destroy the security which the 13th section afforded the bank for stock loans, and the facilities offered to stockholders in receiving stock loans, and without which they might have declined to subscribe for stock: or could it be supposed that the legislature would have inserted a distinct and important privilege to the bank and to the stock-holders in the 13th section, and have inserted an after section having direct reference to it, and without which the corporation would have been exposed to a draw from each stockholder of half the amount of stock subscribed on a credit of twenty years, if they had not intended and understood that the institution should be protected and secured from loss by the mortgages as required by the 13th section? Without referring to other inconsistencies which would arise if we indulge the construction contended for by the appellant, we think a more rational and consistent construction may be given, and one which, according to the rules to which we have referred, must govern this case; which is that when the word "transfer" is used, it must be considered as in reference to the interest and indemnity secured by the mortgage to the State and the bond-holders. By this construction, (which in view of the object designed to be effected, is as far as ought to be indulged, or could be beneficial to the State or bond-holders), their rights and interests are fully protected; and at the same time every sentence and word of the act have their full and appropriate force and effect; and it is evident that any other construction would not only prove highly prejudicial to the bank and the stock-holders, but would be most decidedly so to the State.

It will be seen by reference to the 11th sec, that the bank was bound to pay the capital and the interest as it became due on the bonds issued by the State, and if this security is withheld from the bank, whereby the stock debts are lost and the ability of the bank to pay the bonds and interest lessened, the liability of the State to pay them is proportionably increased. In an

other point of view it must be considered prejudicial. The great object which the State had in view in establishing the bank was to aid the great agricultural interest of the State. This was to have been effected by a sound currency and facilities in exchange, and how would it be possible to do this if the bank should be denied the privilege of collecting her debts by enforcing the securities furnished by the charter?

It is true, as has been argued, that the bank has failed, and that her credit cannot be restored, however prompt and efficient her agents may be and with the most extended facilities; and it may be also true that she will not apply the money collected to the payment of either principal or interest of the State bonds. If this was a case in which the financial conduct of the bank was involved, these questions might properly arise. In this case however we are called upon to construe the charter granted by the legislature, and in doing so, we must consider it as it was intended to be without reference to its present condition. If its present condition could have been foreseen, it is evident the charter would not have been granted.

The counsel for the appellees have referred us to the case of Unim Bank of Florida vs. Parkhill's adm., 2 Hoge Rep. 660. As far as the charter of that bank can be learned from references in the report of the case, its prominent provisions are strikingly similar to those of the charter of the Real Estate Bank. The mortgages, however, were taken to the Florida bank directly to secure the payment of the bonds issued by the Territory of Florida, by the sale of which the capital of the bank was raised, without any provision whatever whereby the loans to stockholders upon their stock notes were to be secured. The only provision of the charter, upon which the security was claimed, was a provision in the 9th sec. which provides "That any stockholder may at any time release his property mortgaged by paying the amount subscribed, and also by paying such loans as may have been made on the faith of it." The court, in delivering its opinion said "It is contended in view of the 8th sec. of the charter that the object for which the bonds and mortgages