[L. A. No. 7119. In Bank.-September 15, 1922.]

THE PEOPLE, etc., Respondent, v. MERCHANTS PRO, TECTIVE CORPORATION (a Corporation), Appellant.

[1] ATTORNEY AT LAW-CORPORATIONS-PRACTICE OF PROFESSION.-Individuals may not, either singly or in association, engage in the practice of the law without having a special license so to do, and hence individuals forming a corporation for the practice of the law cannot, under section 286 of the Civil Code, which defines the purposes for which private corporations may be performed, gain any other or further right by the act of incorporation than that lawfully possessed by them, either singly or in the aggregate, without incorporation.

[2] ID.-CORPORATE PURPOSES AND POWERS-CONSTRUCTION OF CHARTER —INTERPRETATION OF CORPORATION.-In a proceeding in the nature of quo warranto putting in issue the right of a corporation to engage in the practice of law, the court is entitled to consider the construction which the corporation itself has placed upon its own power under its original and amended articles of incorporation in determining any ambiguity in the statements of its corporate purposes and powers.

[3] ID.-FURNISHING LEGAL SERVICES TO MEMBERS OF CORPORATIONEMPLOYED ATTORNEYS-"PRACTICE OF LAW" BY CORPORATION.-A corporation employing attorneys as its agents and representatives to dispense legal services to its members for a yearly fee, a part of which is paid to the attorneys for their services and the remain-" der retained by the corporation, is engaged in "the practice of the law."

APPEAL from a judgment of the Superior Court of San Diego County. C. N. Andrews, Judge. Affirmed.

The facts are stated in the opinion of the court.

James MacIntosh and Joseph P. Sproul for Appellant.

U. S. Webb, Attorney-General, Leon French, Deputy Attorney-General, and Harrison G. Sloane for Respondent.

RICHARDS, J., pro tem.-This appeal is from a judgment in the plaintiff's favor after order overruling defendant's general and special demurrer to the plaintiff's complaint, the defendant having failed to answer within the

time allowed by said order. The proceeding is in the nature of quo warranto wherein the state on the relation of the Lawyers' Institute of San Diego puts in issue the right of defendant to engage in the practice of law, not having or being able to acquire a license so to do. The plaintiff alleged that on or about May 27, 1915, the said defendant, a corporation duly organized and existing under the laws of the state of Indiana, caused a copy of its articles of incorporation and amendments thereto to be filed with the secretary of state of the state of California; that the purposes of said corporation as set forth in said articles of incorporation are "for the purpose of furnishing its members legal services," etc.; and as set forth in the amendment to its said articles of incorporation are "to combine a large number of persons, firms and corporations into a central organization who shall pay a stipulated price for the services of the organization and its employees; to appoint attorneys to look after the collection of the accounts and bills receivable and render such other professional services as is needed and required by the various members and subscribers thereto." The complaint further alleges that said defendant corporation "has engaged in, without lawful authority, grant, license, or franchise, the business of practicing law in the state of California and in particular in the county of San Diego, state of California; that it has retained and employed attorneys at law duly admitted to practice in the state of California . . . as its agents and representatives in rendering legal service to patrons of said corporation." The complaint proceeds to set forth in haec verba the agreement of employment between said defendant and said attorneys and also the membership agreement of its patrons under and in pursuance of which said corporation has rendered legal services to various of its patrons through the said attorneys at law, its agents and representatives, as follows: "by giving to said patrons legal advice and consultation on business, personal or private matters; by defending its patrons in actions brought against them in police courts or justices' courts; by giving to said patrons legal advice and information upon new state laws and ordinances." Finally, the complaint alleges upon information and belief that the sole business and occupation heretofore or now carried on by said defendant in the state of Cali

fornia is the practice of law in the manner hereinbefore designated." The plaintiff prays judgment that the defendant be excluded from engaging in the practice of law in the state of California and from the exercise of all corporate rights, privileges and franchises therein. Defendant having failed to answer after its demurrer was overruled, its default was duly entered and thereafter the court proceeded to take evidence in said matter, and having done so found that all the allegations of the plaintiff's petition were true. It therefore by its judgment granted the relief prayed for in said complaint. The appeal is from such judgment. [1] The appellant's first contention upon this appeal is that its right to do the acts complained of in this proceeding were done by it under its lawful franchise from the state of California granted to it under general law; that section 286 of the Civil Code defines the purposes for which private corporations in this state may be formed as follows: "Private corporations may be formed for any purposes for which individuals may lawfully associate themselves." The appellant argues that since individuals may lawfully associate themselves for the practice of law it may also do so in its corporate capacity, under the specific terms of the foregoing section of the Civil Code. The vice of this contention consists in its assumption that individuals may generally, and as a matter of right, associate themselves together for the practice of the law; but this assumption is fallacious, since, under the laws of California, individuals may not, either singly or in association, engage in the practice of the law without having a special license so to do, and hence the individuals forming this corporation could not, under the section of the code relied upon, gain any other or further right by the act of incorporation than that lawfully possessed by them, either singly or in the aggregate, without incorporation. Its contention in this respect is therefore without merit.

[2] The appellant's next contention is that its charter is the sole source to which the court could look for its powers in this proceeding, and that by the terms of its said charter, as embraced in the articles of incorporation and the amendments thereto, it did not purport to be formed for the purpose of engaging in the practice of law. That the articles of incorporation of defendant as originally

framed, in stating that "the object of this company shall be for the purpose of furnishing to its members legal services,' were sufficiently broad to embrace within its said terms the doing of all those acts which, as we shall see hereafter, constitute "the practice of law," would seem to be perfectly clear; and if it be claimed by the appellant that this broad statement of its purposes has been modified by the later amendment of its articles, which embrace, among other enumerated powers, that of appointing attorneys to "render such other professional services as is needed and required by the various members and subscribers thereto," the utmost that can be said of this amendment is that it merely renders doubtful the otherwise broad and clear statements of its corporate purposes and powers. In such a case the court would be entitled to look to the acts of the defendant under its charter as originally framed and as thus amended, and to determine therefrom what its own interpretation of its charter and powers might be. This would be particularly true with respect to the agreements and engagements which the defendant entered into with its members and patrons and with such attorneys as it employed to handle their legal affairs. These were set forth fully in the complaint and the reading of them leaves little doubt that the construction which the corporation placed upon its own power under its original and amended articles of incorporation was such as to bring it fully within the description of those engaging in the practice of law as hereinafter defined.

The phrase "practicing law," or its equivalent, "the practice of law," has long had a sufficiently definite meaning throughout this country to be given a place in both constitutional and statutory law without further definition. The constitution of this state employs it in section 22 of article VI thereof, declaring that "no judge of a court of record shall practice law in any court of this state during his continuance in office." By section 281 of the Code of Civil Procedure it is provided that "if any person shall practice law in any court, except a justice's court or police court without having received a license as attorney and counselor, he shall be guilty of a contempt of court." Section 171 of the same code extends this prohibition to county. clerks. They are therein forbidden to practice law in any court of this state or to act as attorney, agent or solicitor

in the presentation of claims before any department of the state or general government or in the courts of the United States during their continuance in office. Section 1209, subdivision 13, of the same code, relating to contempts, declares that "practicing law," or advertising or holding one's self out as practicing or as entitled to practice, etc., without having received a license as attorney and counselor, issued under the laws of this state, constitutes contempt of court. While these provisions have particular relation to the practice of the law in courts of justice, the term has not been generally thus confined. In the case of Eley v. Miller, 7 Ind. App. 529 [34 N. E. 836], which involved the violation of a statute prohibiting county auditors from practicing law, the court said "as the term is generally understood, the practice of the law is the doing and performing services in a court of justice in any matter depending therein throughout its various stages and in conformity with the adopted rules of procedure. But in a larger sense it includes legal advice and counsel and the preparation of legal instruments and contracts by which legal rights are secured although such matter may or may not be depending in a court."

In the case of People v. Alfani, 227 N. Y. 334 [125 N. E. 671], wherein the defendant was charged with violating section 270 of the Penal Code of New York, prohibiting persons from practicing as attorneys at law without being licensed and admitted so to do, the court in an elaborate and well-reasoned opinion, in which numerous cases from all parts of the country are reviewed, has this to say: "It is common knowledge for which the above authorities were hardly necessary, that a large, if not the greater work, of the bar today is out of court, or office work. Counsel and advice, the drawing of agreements, the organization of corporations and preparing papers connected therewith, the drafting of legal documents of all kinds, including wills, are activities which have been long classed as law practice. The legislature is presumed to have used the words as persons generally would understand them, and not being technical or scientific terms 'to practice as an attorney at law' means to do the work as a business which is commonly and usually done by lawyers in this country." Other cases to the same effect are: In re Lizotte, 32 R. I. 386 [35 L. R. A.