The defendants say that the plaintiff's share or interest as a stockholder of the Power Company was not taken from him, but that the company's liability to him was discharged by tender of the amount payable according to the contractual terms between them, as though he were in the position of a creditor. But the contractual terms were not the full measure of his rights. He had in addition whatever rights were created by statute, and his statutory rights controlled those strictly contractual. His agreement to take the face value of his stock and accrued dividends in a sale of the Company's property was not unqualified. It was also agreed, by force of the statute, that he might demand value, according to its worth. The statute provides that this value may be received on a transfer of a utility's system. In effect it entitles a stockholder to the value of his stock if he does not accept his contractual rights. The plaintiff's stock was acquired with that benefit attached to it. It is not to be inferred that he agreed to limit his rights to those of a nonstatutory character when the statutory ones bestowed additional benefit.
The transfer of the power company's property was a transaction of which the various steps taken to accomplish it were all parts going to form the whole. The undertaking to discharge the plaintiff's rights as a contractual matter was inseparably connected with the public approval necessary to be obtained to give validity to the transaction. The statutory rights given as incidental to a public approval for the transfer thus became available, and the plaintiff was not bound by the provisions of the contract as his sole remedy.
A dissenting stockholder may enjoy the benefit of the utility regulation statute whether or not the stockholders are to receive cash for their stock on the sale of a utility's property. The statute is intended to cover all cases of dissent. Designed to prevent any interference with a sale of a utility in the public interest, it facilitates *Page 540 the sale by the removal of stockholders' objections and the substitution of special rights of compensation. The business corporation statute (P. L., c. 225, ss. 54, 58) gives appraisal rights only to stockholders voting against a sale. Whatever may be the rights of other objecting stockholders at common law or in equity when the corporation is not a utility, the utility statute, by the provision for special remedy, avoids any bar to a sale found to be in the public interest. It would be anomalous if a utility stockholder, unable to question the fairness of a sale and having no rights under the business corporation law because he did not or could not vote, were without redress. To secure the public interest that the transfer be made, the utility statute creates a special and exclusive remedy for all objecting stockholders unwilling to accept their contract rights, and the remedy is enforceable regardless of the unfairness of the transfer as to them and of differences in the transfer as one for a sum of money or as one for an exchange of stock by the stockholders.
What the private rights and obligations are as between a corporation and its stockholders, is not a matter of concern in passing on the public interest in a proposed sale. But to assure that they shall not be a cause of disturbance in establishing the public interest to have sale concluded, the legislature has provided a specific and special method of treatment and remedy for their enforcement.
The business corporation statute, although enacted after the utility regulation statute, did not modify it. All utilities, however formed and organized, are subject to it. This follows under a principle of rational statutory construction. "The question, where two statutes are in conflict, which is to govern, is one of legislative intention, and is determined . . . by the natural weight of all the competent evidence, and not by an arbitrary formula." Niagara Bridge Works v. Jose, 59 N.H. 81, 84. "When both the acts are affirmative, and the substance such that both may stand together, the latter does not repeal the former, but they shall both have a concurrent operation." State v. Wilson, 43 N.H. 415, 419. Moreover, the statutory revision (Public Laws) in 1926 reenacted both the business corporation and the utility regulation statutes as of the same date, thus making it conclusive that the former is to be considered with reference to the latter without repealing or modifying it.
The utility regulation statute makes no requirement that dissent may be registered only by vote. In this respect it contrasts with the business corporation statute, and is in parallel with the railroad corporation statute (P. L., c. 246, s. 25) which requires, among other *Page 541 things, a statement of stockholders who have not expressed their "assent or dissent". Thus definitely railroad stockholders are not required to vote in order to have standing as dissenters, and, in strong implication, the utility statute contemplates that all who in any manner express objection are dissenters. It is not thought that the statute should be construed with a meaning of narrowed scope or with technical definition of its terms. This view is in recognition of the purpose of the statute that no sale in the public interest shall be jeopardized by objections of stockholders, and of its purpose to secure freedom from attack on a sale by providing a special remedy for all objecting stockholders in comprehensive inclusion. Any limitation in this respect or in the character of the sale as one for money or otherwise or as fair or unfair would tend to defeat the public interest that the sale be effected.
Former result affirmed.
All concurred.