It is my view that the usual notice to appear and show cause should issue by this Court on the information of the Attorney General of Florida to the respondent, Dade County Roofing Co., Inc., which is shown by appropriate allegations of the information to be a corporation established and existing under the Laws of Florida. It is shown that the respondent, on January 15, 1944, entered into a labor union contract with Local Union No. 57 of the United Slate, Tile and Composition Roofers, Damp and Waterproof Workers Association, then operating in Dade County, Florida; that this contract under which the respondent operates is now void and rendered so because it contravenes Section 12 of the Declaration of Rights of the Constitution of Florida adopted by the people of Florida at the General Election of 1944.
The information of the Attorney General describes in detail the unlawful features or portions of the contract existing between the respondent and aforesaid labor union which he asserts contravene the labor amendment of the Florida Constitution adopted in the 1944 General Election. The unlawful features are identified, fully set out and referred to in the information as Articles I, II, III, IV, VIII, X, XII, and XVII. *Page 274
The Attorney General has not requested here the issuance of process against the labor union supra, but the information by reasonable inference extends to it an invitation to intervene as a party in the cause and file an appropriate pleading, and in so doing conforms to the rules of this Court, and the applicable law. A similar proceeding occurred in The International Association of Machinists v. State ex rel. Watson, Atty. Gen., 153 Fla. 672, 15 So.2d 485.
Whether or not the designated portions of the contract set out in the information of the Attorney General are in harmony with or contravene Florida's recently adopted labor amendment is the crux of this controversy. Where the parties have reduced their agreements to writing, the construction or interpretation thereof is usually for the courts. City of Leesburg v. Hall,96 Fla. 186, 117 So. 840; City of Orlando v. Murphy, 84 F.2d 531. Rules of construction applied by the courts are, in part, viz: (1) contracts must be given a reasonable construction. Holmes v. Kilgoce, 89 Fla. 194, 103 So. 825; (2) the intention of the parties must prevail. Ross v. Savage, 66 Fla. 106,63 So. 148; (3) there must be a meeting of the minds of the parties to the contract. Webster Lbr. Co. v. Lincoln, 94 Fla. 1097,115 So. 498; (4) the parties to the contract must be competent. Nay v. Seymour, 17 Fla. 725; (5) the contract must have a consideration. Frissell v. Nichols, 94 Fla. 403,114 So. 431; (6) Courts consider contracts in their entirety. Newcomb v. Belton, 80 Fla. 570, 86 So. 501.
The courts, under our adjudicated cases, have the power to construe or interpret contracts only when the issues are properly presented under appropriate pleadings in a cause. Such procedure contemplates process and service, appearance in court in person or by counsel, filing of appropriate pleadings and a hearing as to their legal sufficiency, etc., argument of counsel and citation of authorities and investigation by the Court of the applicable authorities. If the respondent or labor union desired in their respective answers by way of defense to challenge the constitutionality of our labor amendment, then these issues must be developed in an orderly and approved procedural manner. These rights under our judicial *Page 275 system are vouchsafed to every litigant. "All men are equal before the law, and have certain inalienable rights, among which are those of enjoying and defending life, liberty, acquiring, possessing and protecting property and pursuing happiness and obtaining safety." Section I, Declaration of Rights of the Florida Constitution.
Section 4 of the Declaration of Rights provides that: all courts in this State shall be open, so that every person for an injury done him in his lands, goods, person or reputation shall have remedy by due course of law, and right and justice shall be administered without sale, denial or delay. These ringing words found in our fundamental law cannot easily be brushed aside or held meaningless. It is the duty of the courts to sustain them; to give them full force and effect; and so interpret them as to effectuate the purposes and objectives as contemplated by the framers of our Constitution.
The principle of law enunciated by this Court in the case of State ex rel. Landis v. S. H. Kress Co., 115 Fla. 189,155 So. 823, is applicable to the case at bar. The information in the nature of quo warranto alleged that S. H. Kress Company was a Texas corporation with its principal place of business in the City of New York; in September, 1927, it obtained a permit to do business in the State of Florida. The information alleged that the respondent, S. H. Kress Company is engaged in a combination of capital, skill and acts for the purpose of creating and carrying out restrictions in the full and free pursuit of business authorized and permitted by the laws of Florida and that it created and carried out restrictions of business pursuits in the State of Florida.
The information concludes with two propositions of law. First, that the respondent is exercising its permit to do business in Florida in violation of the anti-trust laws of Florida. Second, that the Act of the Legislature under which the respondent obtained a permit as a corporation to do business in the State of Florida is unconstitutional and void in its application to the respondent because it operates to permit "intercorporate relations" detrimental to the general welfare and in contravention to the preambles of the Constitution of Florida. Both a demurrer and motion to quash the information *Page 276 were interposed and by this Court overruled and denied.
We in part said (text 115 Fla. 198-201):
"If the action taken by the Attorney General is construed to be an attack upon the constitutionality of the foreign-corporations-permit statutes we hold that it is within his power as the judicial officer of the Executive Department to do so. . . .
"The attack by the Attorney General upon the constitutionality of the Act is within the powers of that office, and was so recognized in State ex rel. Ellis, Attorney General, v. Bryan, et al., supra (50 Fla. 293, 39 So. 929). . . .
"The office of Attorney General has existed both in this country and England for a great while. The office is vested by the common law with a great variety of duties in the administration of the government. It has been asserted that the duties of such an office are so numerous and varied that it has not been the policy of the Legislature of the States to specifically enumerate them; that a grant to the office of some powers by statute does not deprive the Attorney General of those belonging to the office under the common law. The Attorney General has the power and it is his duty among the many devolving upon him by the common law to prosecute all actions necessary for the protection and defense of the property and revenues of the State; to represent the State in all criminal cases before the appellante court; by proper proceedings to revoke and annul grants made by the State improperly or when forfeited by the grantee; by writ of quo warranto to determine the right of any one who claims or usurps any office, and to vacate the charter or annul the existence of a corporation for violations of its charter or for omitting to exercise its corporate powers; to enforce trusts and prevent public nuisances and abuse of trust powers. As the chief law officer of the State, it is his duty, in the absence of express legislative restrictions to the contrary, to exercise all such power and authority as public interests may require from time to time. See State, ex rel. Young v. Robinson, 101 Minn. 277,112 N.W. Rep. 269, 20 L.R.A. (NS) 1127; 6 C.J. 809; State ex rel. Young v. Village of Kent, 95 Minn. 255, *Page 277 104 N.W. Rep. 984, 1 L.R.A. (NS) 826. The information in this case was filed by the Attorney General by virtue of the inherent authority of his office. No leave of this Court to file the information was required. The mention of co-relators was surplusage and does not affect the validity of the information. The facts existing in his opinion which call for a quo warranto information, the power and authority exists in him to present it without leave asked of any one. In that respect he represents the sovereignty whose attorney he is. See Vanatta v. Delaware Bound Brook R. R. Co., 38 N.J.L. 282, text 286; State v. Gleason, 12 Fla. 190.
"Having that power and discharging that duty he may take all subsequent and necessary steps to have the case thus instituted passed upon and determined. The information having been filed and the writ issued as of course to the respondent to show cause why it should not be ousted of its privilege to do business in Florida as a foreign corporation by reason of its alleged violation of the provisions of the anti-trust statute of this State and the preamble of the Constitution of the State, there is nothing for this Court to do but to determine the issues of law and fact upon the merits as in ordinary proceedings. See State ex rel. Heatherly v. Shank, 36 W. Va. 223, text 230, 14 S.E. Rep. 1001; People ex rel. Swigert v. The Golden Rule, 114 Ill. 34, text 45, 28 N.E. Rep. 383; High on Extra Legal Remedies, Sec. 606."
The case of State ex rel. Ellis, Atty. Gen. v. Bryan, 50 Fla. 293,39 So. 929, is directly in point. It was a case of original jurisdiction. The Attorney General filed in this Court information in the nature of quo warranto. It was alleged that Chapter 5384, Laws of Florida, Acts of 1905, was void and unconstitutional for numerous reasons appearing in the information and amendments thereto. This Court, on the information of the Attorney General, issued to the respondents a rule to show cause.
The respondents filed a demurrer to the information and the grounds thereof were to the effect (1) that the information in the nature of a quo warranto can be instituted only by the Attorney General; (2) the information was filed on the relation of others than the Attorney General; (3) the information *Page 278 can be filed only by the Attorney General, upon his own initiative and without co-operation with others.
Mr. Justice SHACKLEFORD, speaking for the Court forty years ago, put at rest all questions about the power of the Attorney General's office to test the constitutionality of an Act by quo warranto proceedings and said (text 50 Fla. 350-351):
"The office of Attorney General is, in many respects, judicial in its character, and he is clothed with a considerable discretion. The appropriate and proper function of courts is to hear causes that the citizens of the State may see proper to institute, and there are but few cases in which they can exercise a discretion to refuse to hear them. The Attorney General being intimately associated with the other departments of the Government, being as well the proper legal adviser of the Executive as the Legislative department of the Government, it is highly proper, whenever the right to a public office is to be tried, that he should be clothed with a discretion in the premises which should be exercised at least independently of the courts in actions of this character. A careful review of the cases in the books will show that the records disclose that in almost every case of this kind there is more or less political feeling, and the case at bar discloses no less, and indeed much more, of this than is usual. Is it to be said that it is a function appropriate to a court to weigh the motives of contending political factions, examine into their various political theories, attempt to enter into their breasts, and determine motives? Are they to measure with microscopic analysis, and ascertain whether there is passion and prejudice, and after ascertaining that there is, to fix by judicial determination just how much of each, or either, or both, is necessary to remove a case from judicial scrutiny? The court cannot criticize the motives of a party acting as an officer; it may, in some cases, exercise a discretion where a relator clothed with no official discretion asks its aid. In him are vested no public rights, no governmental discretion, and he seeks a judicial tribunal as an individual, and should not be permitted to inquire into rights to franchise unless the public good is promoted thereby. *Page 279
"This discretion is vested in the Attorney General; if he exercises it improperly, there is another tribunal, the people, or their grand inquest, the Assembly, to punish him." Also see Robinson v. Jones, 14 Fla. 256, State v. Jones, 16 Fla. 306; Lake v. Palmer, 18 Fla. 501, text 506, et seq.; State v. Anderson, 26 Fla. 240, text 251, et seq.; especially 253, 8 So. Rep. 1; Buckman v. State, 34 Fla. 48, text 56, et seq.,15 So. Rep. 697, S.C. 24 L.R.A. 806."
On November 19, 1868, Almon R. Meek, Attorney General of Florida, filed in the Supreme Court of Florida an information in the nature of a quo warranto against W.H. Gleason, exercising the functions of Lieutenant Governor of Florida (12 Fla. 190). The Gleason case and State ex rel. Ellis, Atty. Gen. V. Bryan, supra, each involved offices of the title to offices. The case at bar seeks to cancel Letters Patent issued by the State of Florida to the Dade County Roofing Co., Inc. upon the theory that its contract with the labor union is ultra vires and contravenes our recently adopted labor amendment.
Honorable W.H. Ellis was Attorney General and signed the information in the nature of a quo warranto presented here in State ex rel. Ellis, Atty. Gen. v. Bryan, supra. Justice W.H. Ellis prepared the opinion for this Court in State ex rel. Landis v. S. H. Kress Co., supra. It will be observed that our Florida cases granting the Attorney General power and authority to maintain quo warranto informations were cited with approval by Mr. Justice ELLIS in the Kress case. The Court in the Kress case simply extended informations in the nature of quo warranto to include unconstitutional activities of corporations doing business in Florida, and this is the contention of Attorney General Watson in the case at bar.
Mr. Justice WESTCOTT, in the Gleason case, supra, in part, said (text 12 Fla. 224-5):
"An information in the nature of a quo warranto may be filed at the discretion of the Attorney General in a case of this character. The proper process 'issues on demand of the proper officer of the State, as a matter of course, and there is no more necessity for an application to this court for this writ than there would be for a summons in a circuit court when *Page 280 the State is about to commence an action of debt against one of her debtors. No reasons are offered why the writ should issue, no information is communicated by affidavit or otherwise, and there is no power in this court to refuse issuing the writ. Why ask leave? It is the admission that this court has a discretion, whereas none is conceived to exist.' 8th Missouri, 331."
The point is made that if this Court should issue process on the information of the Attorney General in the case at bar we would violate Rules 27 to 32, inclusive, promulgated and adopted by this Court, and further, because questions of fact may develop necessitating a trial by jury. The answer to these contentions is threefold: (1) the Rules supra do not apply to a State Agency; (2) emergency cases are not controlled by these Rules; (3) cases coupled with a public interest are generally excepted from the Rules. The information in the case at bar falls within one of these exceptions.
The writer looks to constitutional mandates in the case at bar for directions rather than to Chapter 13870, Acts of 1929, under which our Rules supra were promulgated. Section 5 ArticleV of the Florida Constitution confers on the Supreme Court of Florida the power to issue writs of mandamus, certiorari, quo warranto, habeas corpus and all other writs necessary or proper to the complete exercise of its jurisdiction. Section 22 of Article IV of our Constitution provides that the Attorney General shall be the legal adviser of the Governor, and of each of the officers of the Executive Department, and shall perform such other duties as may be prescribed by law. He shall be the reporter for the Supreme Court. Additional duties have been prescribed by statute. It is his official duty to enforce our recently adopted labor amendment here involved.
Com. ex rel. Woodruff v. American Baseball Club, 290 Pa. 136,138 A. 497, 53 A.L.R. 1027, involved letters patent issued by the state of Pennsylvania to the American Baseball Club. It held a franchise as a member of the American League of Baseball Clubs. It owned a baseball park located in the City of Philadelphia and hired paid baseball players. *Page 281 It charged the public an admission fee to enter the park to see the ball games. In the Summer of 1926 it announced the playing of games (and did play) in the park on Sunday. The playing of the games on Sunday was in violation of a statute of the State.
In an information in quo warranto filed by the Attorney General it was alleged that the Baseball Club under its corporate franchise granted it by the State of Pennsylvania could be ousted therefrom because of its use contrary to the laws of the State. The Court sustained the Attorney General's contention and held that where one of the State's creature, a corporation, violates the laws of the State of its creation, then the franchise privileges granted it could be revoked because the letters patent were issued to the corporation for legal business and when it is shown that its activities are contrary to law, then it could be ousted and quo warranto was the appropriate remedy. See United States v. Union Pacific R. Co., 98 U.S. 569, 25 L.Ed. 143, 22 R.C.L. 671-75; Annotations pages 1038 to 1041 of Volume 53 A.L.R.; 5 Am. Jur. 249-50 par. 19. Our holding in the S. H. Kress Co. case supra is sustained by the weight of authority.
It is my view and I therefore conclude that process should issue on the information of the Attorney General now before us because the material allegations thereof are sustained by our State Constitution, applicable statutes and adjudicated cases. I favor issuing process.
TERRELL and BROWN, JJ., concur.