Commonwealth v. Rosenbloom Finance Corporation

In Commonwealth v. Rosenbloom Finance Corporation, 457 Pa. 496, 325 A.2d 907 (1974), our Pennsylvania Supreme Court addressed a similar issue when it interpreted the now repealed corporate franchise law: The issue is whether, in part (ii), the phrase "of subsidiary corporation" modifies the immediately preceding phrase "of stock, securities, or indebtedness" or whether it modifies only the immediately preceding word "indebtedness." If the phrase "of subsidiary corporations" modifies the phrase "of stock, securities or indebtedness" a corporation's assets consisting "of stock, securities" in non-subsidiary corporations should not be considered in determining the necessary sixty per cent requirement in part (ii). If, however, the phrase "of subsidiary corporations" modifies only the word "indebtedness" a corporation's assets consisting "of stock, securities" of any corporation-not necessarily a subsidiary corporation-should be considered. We do not find any ambiguity in the language "of stock securities or indebtedness of subsidiary corporations." Without any strain on the rules of grammar or any deviation from common and approved usage, the language of part (ii) means that the "stock" and "securities" mentioned as well as the "indebtedness" mentioned, must be "of subsidiary corporations." See Statutory Construction Act, 1 Pa.S. 1903. The phrase "of subsidiary corporations" modifies "of stock, securities or indebtedness." The appellee argues that we should utilize the rule of the last antecedent, a grammatical rule which is sometimes an aid in construing legislation. According to the appellee, the rule requires that the phrase "of subsidiary corporations" modify only the word "indebtedness." Sutherland's Statutory Construction gives the following explanation of the last antecedent rule: "Referential and qualifying words, and phrases, where no contrary intention appears, refer solely to the last antecedent, which consists of 'the last word, phrase, or clause that can be made an antecedent without impairing the meaning of the sentence.' Thus a proviso usually is construed to apply to the provision or clause immediately preceding it. The rule is but another aid to discovery of intent or meaning, however, and not an inflexible and uniformly binding rule. Where the sense of the entire act requires that a qualifying word or phrase apply to several preceding or even succeeding sections, the word or phrase will not be restricted to its immediate antecedent." C. Sands, 2A Sutherland's Statutory Construction 47.33 (4th ed. 1973). The last antecedent rule may sometimes be helpful but is not applicable to all cases. "When several words are followed by a modifying phrase which is applicable as much to the first and other words as to the last, the natural construction of the language demands that the modifying phrase be read as applicable to all" . . . . In the statute in this case we have a phrase containing several words "stocks," "securities" and "indebtedness," which are followed by the modifying phrase "of subsidiary corporations." The modifying phrase "of subsidiary corporations" is "applicable as much" to the words "stocks" and "securities" as it is to the word "indebtedness." The natural construction of part (ii), therefore, requires that the modifying phrase be read as applicable to all the words in the preceding phrase. Id. at 498-501, 325 A.2d at 909-10.