I am unable to agree with the opinion in response to the suggestion of error. The purpose of the statute, I think, under the rules of construction of statutes, is to be determined from the language of the statute, and when one reads the statute in the present case there is nothing that appears in it to indicate that its sole purpose was to conserve public revenues. The statute is not placed in the chapter on revenues, but in the chapter on land and conveyances, prescribing the duties of the clerk in regard to recordable instruments. Under the registration acts prior to 1906, the section involved dealt entirely with the clerk's duty in regard to the recording and the certifying of recordable papers, and his fees to be charged therefor. In 1906, in the enactment of the *Page 384 new Code, the following clause was added to the original section:
"But said clerk shall not record any mortgage or deed of trust in which the name of the beneficiary is not disclosed therein, and if such instrument is recorded it shall not impart notice to any one."
This was section 2805 of the Code of 1906. By chapter 196, Laws of 1910, the section was again amended, and now stands and reads as follows:
"The clerk of the chancery court, or his deputy, shall give a receipt for every written instrument delivered to him to be recorded, if demanded, in which he shall state the name of the parties, the date of delivery and quantity of land or other property therein specified, and shall also certify on or under such instrument the hour and minute, the day and month, and the year when he received it; and when the same is recorded, he shall mark thereon the number of the book, and the page on which it is recorded, and an itemized statement of his fees thereof, and shall deliver it to the party entitled to receive it when called for. But the clerk shall not record any mortgage or deed of trust in which the name of the beneficiary is not disclosed therein, and if such instrument is recorded, it shall not impart notice to any one; provided, the failure to disclose the name of the beneficiary shall not apply to mortgages and deeds of trust given by corporations either foreign or domestic, to secure the payment of serial bonds payable to bearer; and the assignment or transfer of such mortgages or deeds of trust or bonds secured by the same need not be entered on the margin of the record. But it shall be the duty of the holder of such securities covered by this proviso to list and assess the same for taxation, if liable for taxation, in the hands of the holder, such list or assessment; to show the amount, date, date due and value of such securities of such corporation so made payable to bearer, and on failure of the holder to so assess the same, all interest thereon, shall be forfeited in his hands and as *Page 385 against him, and he shall be denied the right to recover such interest in the courts of the state."
The legislature manifestly intended the amendment, made for the first time in 1906, to operate in such a way as to give any person the benefit that would flow to them from the failure to record the recordable instruments, unless the beneficiary was disclosed. The statute was not limited by the legislature to any one purpose. One of the purposes for which it served, and which may have been the main purpose in influencing the legislature to place the amendment in the statute, was to aid the revenue officers in locating taxable property. But that was by no means the only purpose the statute had. It was also enacted to enable creditors to locate and subject property to their lawful demands. The present suit illustrates the necessity and wisdom of the statute for that purpose. Here is a claim of usurious interest, and an effort to purge the indebtedness, as shown by the record, of such usury. That could only be done by bringing the owner of the indebtedness into court, and, when the ostensible owner was brought into court, such owner promptly disclaimed all interest in the transaction. The real owner, as disclosed by the original answer and by subsequent depositions, undertook to avoid the effect of the bill by showing that the statute against usury did not apply to it.
The other illustration of the wisdom and purpose of the statute would appear by supposing a creditor, who is a nonresident, desires to enforce a judgment against a debtor. The creditor would naturally go to the records to see if such debtor had property, and if his property was in the nature of debts secured to him by instruments recordable, and they appear of record, he could readily find something for the officer to seize under execution. Or, perhaps, a resident of the state might have a claim against a nonresident who had property and effects in the state, or debts due by residents of the state to him, and would desire an attachment to subject such effect *Page 386 and debts to his demand. If such debts are recorded properly, an attachment in chancery could be brought, and justice secured, without going into a foreign state for that purpose. This section should be construed with section 2295, Hemingway's Code (section 2794, Code of 1906), which section appears to have been enacted for the first time in 1906, and reads as follows:
"When the indebtedness, or any part thereof, secured by a mortgage, deed of trust, or other lien of record shall be assigned by the person appearing by the record to be the creditor, he shall be required by the assignee to enter the fact of the assignment on the margin of the record of the lien; and in default of making such entry, any satisfaction or cancellation of the lien or instrument evidencing it entered by the original creditor shall release the same as to subsequent creditors and purchasers for value without notice, unless the assignment be by writing duly acknowledged and filed for record; and every assignment by an assignee or any such lien shall be entered in like manner and with like effect in case of failure."
If these two sections are read together, then it will be an easy matter, where a person has such debts secured by recordable instrument, to discover the owner of the debts, and satisfaction can then be secured. Can one investigating titles of persons having deeds of trust recorded, which do not disclose the true beneficiary, discover the real facts in reference to such instruments? Such person, investigating the record, might act to his own injury, and this evil could be avoided by compliance with the present statute. There are many cases in which an unrecorded instrument would not affect creditors and subsequent purchasers for value. It was a wise policy on the part of the legislature to require public records to exhibit the truth. It seems to me that it is too plain for argument that the legislature intended the recorded instrument to disclose the real beneficiary therein; that it did not mean one of several beneficiaries, or an agent *Page 387 or an attorney of the beneficiary, but it meant to force a disclosure of the true beneficiary; and, if given a natural construction, it would at all times disclose who the real beneficiary was.
We somewhat impaired the efficacy of the legislative purpose and effort to have the record so disclose the true beneficiary and real owner of the indebtedness in decisions construing sections 2295 and 2296, Hemingway's Code (sections 2794 and 2795, Code of 1906). See Schwratz v. Smith, 134 Miss. 594, 99 So. 436; Hughes v. Kaw Inv. Co., 133 Miss. 48, 97 So. 465, 31 A.L.R. 727. If the present construction is correct, the legislature has made a vain attempt to have public records exhibit the truth, and under the present decision, and the others referred to, the usefulness of the legislative program is greatly impaired, if not destroyed.
I think the statement in the opinion of the majority, to the effect that the National Cattle Loan Company and the National Stockyards National Bank were practically the same is wholly fallacious. It is true that the managing officers were the same and the directors may be identical; but the stock may change hands any day, and the real owners of the stock of the two corporations be widely different. The profits of the one corporation would not go to the stockholders of the other corporation. They are entirely separate persons and have no legal relationship. The stockholders of the one corporation would not be liable for the debts and obligations of the other. The corporation does not have to declare dividends even though they are earned. The dividends may be passed to the capital, and the owners of the stock may be wholly unable to use any part of the funds for their personal use. I think that the record shows there is some difference in the actual ownership of the stock of the two corporations, and that there is some difference in the personnel of the directors. Under the law, the stockholders are presumed to be citizens of the state where the corporation is chartered. I fail to see where *Page 388 there is any harm or practical difficulty in requiring the record to disclose the real beneficiaries.
McGOWEN, J., joins me in this dissent.
COOK, J., concurs in the result reached in this case, but does not agree with the opinion in response to the suggestion of error.