Wales) J.:
This is an action of assumpsit. The plaintiff is a corporation created by the laws of the State of Pennsylvania, and authorized by its charter to administer upon the estates of decedents. As the lawfully appointed administrator of Theophilus T. Deringer, the company brought an action against David G. Riven, the administrator of Bronough M. Deringer, for the recovery of certain moneys alleged to be due to its intestate from the estate of the latter. At the trial of the case, the plaintiff, on the demand of the defendant’s counsel to produce a probate of the debt, offered the affidavit of the Treasurer of the company, which was objected to as insufficient, because “the same did not comply with the requirements of § 29 of chap. 89 of the Revised Statutes of this State in this, that the said statute provides that a probate may be made by the affidavit of the cashier or treasurer of a corporation only for a debt due to the corporation, whereas this probate is not for a debt due to the corporation plaintiff, but for a debt due to the estate of Theophilus T. Deringer, deceased.”
The objection was sustained by a majority of the court and the jury directed to render a verdict for the defendant for the want of a sufficient probate. The plaintiff excepted.
The statute referred to, or so much of it as concerns this case, is in these words: “Before an executor or administrator shall pay any debt against the deceased, the person holding the same shall make affidavit that nothing has been paid or delivered towards satisfaction of said debt except what is mentioned and that lh: sum demanded is justly and truly due. In case of a debt due to a corporation, the cashier or treasurer shall make the affidavit.” . . . . “ In an affidavit by an executor, administrator, assignee or officer of a corporation, it shall be sufficient to state that he has made due inquiry and does verily believe that nothing has been paid, etc., as in the preceding affidavit.” . ... “If affidavit, as above required, be not produced in an action against an executor or administrator for a debt against the deceased, the plaintiff shall, upon motion, be non-suited.” . “ The taking of a wilful false oath, or affirmation, in such affidavit, shall be perjury.” (The words italicised are so in the text.)
The probate objected to was made by Robert Patterson, who deposes that he is the Secretary and Treasurer of the company which is the administrator of the estate of Theophilns T. Deringer, late of Philadelphia, deceased; that the said Theophilus T. Deringer died in February, 1874, and at the time of his death, was a creditor of the estate of his brother, Bronough M. Deringer, late of the county of New Castle, in the State of Delaware, deceased; that the said indebtedness is represented by due-bills, notes and checks given by said Bronough M. Deringer to said Theophilus T. Deringer. Then follows an itemized statement of debits and credits, with the dates, times of payment and amounts of said notes and bills as shown by the books of the said Theophilus T. Deringer, the affidavit concluding: “The aforesaid due-bills, notes and checks being in possession of this company as administrators aforesaid. That the estate of the said Bronough M. Deringer is indebted to the estate of the said Theophilus T. Deringer as aforesaid. That the said company as administrators as aforesaid, and this deponent as Secretary and Treasurer as aforesaid of said company, has made due inquiry and does verily believe that nothing has been paid or delivered towards satisfaction of said indebtedness except what is above mentioned, and the sum demanded with interest thereon is justly and truly due as aforesaid, to the best of this deponent’s knowledge and belief.”
The exceptions raise the question whether the probate made by the company’s treasurer is such as the law requires in form, or in substance, or in both, the defendant’s contention being that it is not, for the reason that it fails to" set forth a debt due to the company in any capacity or right, since the debt mentioned is a debt due to the estate of Theophilus T. Deringer, with which the company does not appear to be connected. The force of this objection depends upon the true meaning of the probate, and this is to be derived from a reasonable interpretation of its language and a just construction of the statute; and to understand the probate and the statute, and their relation to each other, it is only necessary to consider the office and duties of an administrator. The law as to these matters is familiar. An administrator is the personal representative of his intestate, and, by virtue of his appointment and qualification, is invested with the legal ownership of all the goods and chattels, rights and credits which belonged to the deceased at the time of his death. His first duty, after completing an inventory of the personal property, is to collect outstanding debts due to the estate, sell the movable property when necessary, pay the debts due from the estate and distribute the surplus, if any, according to law. For these ends he acquires a property in all the assets of the estate, and is the owner of them from the time of the intestate’s death until a final settlement is made. Ho other person has a paramount or equal right to the possession and control of the intestate’s personalty, or to collect what may be owing to him. A surviving debtor is secure in paying the administrator of his deceased creditor, and where both creditor and debtor are deceased, their respectiveadministrators are authorized to settle their mutual accounts. When, therefore, upon an action brought by an administrator for the payment of a debt due to the estate of a deceased person, the plaintiff makes an affidavit that he is the administrator of the person to whose estate the debt is due, it is an inference of law and fact that he is lawfully entitled to demand and give a legal discharge for the debt. He is the only person who can make the demand and give a valid release. By legal intendment a debt “due to the estate” is due to the administrator of the estate. For the protection of decedents’ estates the statute prohibits the payment of any debt by an administrator without a probate by the person “holding” the same, stating of his own knowledge that nothing has been paid or delivered towards its satisfaction, except what is mentioned, and that the sum demanded is justly and truly due; but if the person “ holding” the debt is an executor, administrator, assignee or officer of a corporation, “ it shall be sufficient to state that he has made due inquiry,” etc. The word “ person ” in this connection includes corporate bodies as well as individuals. (Amed. Sts., 25.) A corporation is a distinct entity. Its affairs are necessarily managed by its officers and agents, it is true; but in law it is as distinct a being as an individual is, and is entitled to hold property (if not contrary to its charter) as absolutely as an individual can hold it. (Justice Bradley in Graham v. La Crosse and Milwaukee Railroad Company, 11 Reporter, 78.) The record shows that the plaintiff has declared as the administrator of T. T. Deringer, and there is no denial that it has the right under the laws of its creator to act as such. The probate in this case contains all the words that are positively prescribed by the statute, to wit, those in italics, and the purpose of requiring a probate being to protect an estate against fraudulent claims and for the security of the administrator in the honest discharge of his office, it is difficult to see why the defendant should insist upon any more exact and definite statement than is set forth in the treasurer’s affidavit. The affiant delares (1) that he is the treasurer of the plaintiff ; (2) that the plaintiff is the administrator of T. T. D.; (3) that T. T. D., at the time of his death was a creditor of the estate of B. M. D.; (4) that the indebtedness of B. M. D. to T. T. D, is represented by certain due-bills, notes and checks with the dates, amounts and times of payment, the debits and credits being particularly set out as the same are shown on the books of T. T. D.; (5) that the said notes, bills and checks are in possession of the plaintiff as administrator; that the estate of B. M. D. is indebted to the estate of T. T. D.; and finally, that the said company as administrator, and the deponent as its treasurer, have “ made due inquiry,” etc., in the very words of the statute, concluding with the unnecessary addition “ to the best of this deponent’s knowledge and belief,” which is mere surplusage, being only a repetition of what had already been said, and does not qualify or impair the completeness of the probate. The affidavit may be subject to grammatical criticism, but grammatica folsa non vitiat, and the defendant administrator would incur no risk in paying a demand so well probated as this, unless he had knowledge of its payment or satisfaction, or was in possession of evidence that convinced him of its fraudulent character. It is true, that in the absence of such knowledge or evidence, an administrator is not compelled to pay* every or any probated debt, hence a probate is not conclusive evidence, and in a contested case its importance is of the slightest weight. In fact, on a trial, the defendant may ignore the probate and put the plaintiff to proof of his claim in the same manner as if the action was between individual creditor or debtor, a judgment against an administrator constituting a more perfect voucher than a probate. (Prettyman v. Waples, 4 Harr., 299.) Eor this reason it was decided, in the case just cited, that on a trial before a jury a probate is not necessary unless called for by the defendant.
If what has been said in reference to the office, authority and duties of an administrator be correct, and the construction given to the statute concerning probates is just and proper, it would appear that nothing is wanting in the probate of the plaintiff that is material to its validity, and that it fully meets the requirements of the statute both in form and substance. The meaning of the collocation of words in the probate is obvious, and by no possible construction can any other conclusion be drawn from them than that the defendants intestate are indebted to the plaintiff as administrator in the manner and amount mentioned.
But the defendant’s counsel went still further in the argument and assumed that § 29 does not provide for a case like the present one. The statute, it is said, permits a foreign corporation to sue in this State for a debt due to itself, but not as an administrator, and it cannot thereupon make a probate for any other purpose than the proof of its own debt, all others being excluded ex vi termini. The objection, precisely stated, is that no mode is pointed out in the statute for the making of a probate by a corporation administrator. This presents a question not, perhaps, strictly raised by the exceptions, but of vital importance to the plaintiff, and, as it was discussed by counsel on both sides, is a proper subject for the consideration of this court.
At common law a corporation cannot make an affidavit, and if the statute has not provided a way in which a corporation administrator can make a probate, it is a earns omissus, and the plaintiff is without remedy. A result so repugnant to the principles and administration of justice should not be admitted without abundant demonstration and authority to establish it.
Corporations being endowed with a permanency of existence, and combining the wealth as well as the vigilance and energy of individuals, and affording ample security for the faithful discharge of their duties, are particularly adapted to act as trustees, executors and administrators, but their usefulness in these respects would be injuriously affected and often destroyed, if the rights of suitors in courts of justice were denied to them on merely technical grounds. We should, therefore, be satisfied with some degree of certainty, that the statute limits and restricts a corporation creditor or plaintiff to the probate of a debt due to itself, in its own right and excludes all others before sustaining the defendant’s objection. As before said, the administrator is the legal owner of the assets of the intestate whom he represents, and has the power of dealing with the property of his decedent as the latter could in his lifetime; and this court having heretofore decided (in Deringer Adrar, v. Deringer Admr., June Term, 1878) that a foreign corporation has the right to sue in the Superior Court of this State for the recovery of a debt, it follows that it should also be allowed, equally with a natural person, to do and perform, through its officers and agents, all things and acts requisite to maintain its suit that are not expressly prohibited by statute or in contravention of settled rules of law. On principle and in reason there can be no more virtue or validity in a probate made by an individual administrator than in one made by a corporation officer. The statute demands no higher proof from one than from the other. The same form is prescribed for each, to wit, “ that he has made due inquiry and does verily believe,” etc., and neither is better qualified than the other to perform the duties incumbent on an administrator. There being no express words forbidding the making of a probate by the treasurer of a corporation administrator, do the scope and intent of the statute, according to the canons of construction, limit and restrict the making of a probate by such officer to a single and and special class of debts ? A primary rule of construction, when searching for the intent of a legislative act, is to look at the mischief it was intended to remedy. Here- the mischief was the probability of fraudulent claims being set up against the estates of deceased persons, to prevent which the law was enacted requiring a probate from every creditor, if living, and if dead, from his administrator, and in the case of a debt due to a corporation by its cashier or treasurer. A probate made by the officer of a corporation administrator is, therefore, as clearly within the purview of the statute as one made by any other administrator, both being designed to guard against the same mischief—fraudulent claims. It is evident that to admit the plaintiff’s probate would neither strain the letter.of the act or do violence to its spirit. “ The true intent and meaning of a statute is no doubt always to be regarded; and to such purpose, says one of the sages of the law, ought the words to be construed. Constructions, both of statutes and of wills, are to be made according to the intent of the framers, and not by any strict or strained interpretations ; and sometimes acts of parliament are to be expounded differently in sex, name, number, person, occasion, degree, etc., from the letter, in order to preserve the intent. All acts are to be taken by reasonable construction; and in doubtful cases, judges may enlarge or restrain the construction of acts of parliament according to the sense of the law-makers.” Dwarris on Statutes, 725. “Where the meaning of a statute is doubtful, the consequences, it is said, may be considered in the construction; but where the meaning is plain, no consequences are to be regarded in the interpretation; for this would be assuming a legislative authority. The consequences are to be considered; for the courts will not construe acts of parliament so as to admit of any absurd consequences. Ho statute shall be construed in such a manner as to be inconsistent and against reason.” Ibid., 755. Applying these rules to the case at bar, it is a reasonable and consistent construction of the statute to say that it includes within its scope and intent, any and every debt that may be due to a corporation, either as trustee, assignee, executor or administrator. Considering the corporation as a distinct entity, invested with the legal ownership of the assets, and having the right to enforce the payment of debts due to it as an administrator, it is a natural construction to infer that it is included in the class which is mentioned in the statute as “holding” the debt, whether in its own right or as the assignee or representative of another. The cashier or treasurer, being authorized to make a probate, without express words of limitation restricting it to a particular class of debts, we are of the opinion that the court below erred in instructing the jury to render a verdict for the defendant.
If the proper construction of the statute were more doubtful than we think it is, then, according to the rule stated in Dwarris and to the maxim ampliari justitiam, the benefit of the doubt should be given to the plaintiff, and the construction enlarged so as to be consistent with the sense of the law-makers. We might, perhaps, feel less confidence in this conclusion, if the opinion of this court were to be decisive of the controversy between these parties; but as the admission of the probate does not touch the merits of the contest, and leaves the defendant at liberty to resist the action by putting the plaintiff to the proof of his claim before a jury, and by counter-evidence, we only award to the plaintiff the same rights which are possessed by all suitors in a court of justice.
The suggestion that a false affidavit made by a corporate officer in the present ease would not subject the affiant to the penalties of perjury, raises a question which it is not the province of this court to decide. Penal statutes are to be strictly construed for the benefit of the person against whom the penalty is inflicted, but the general principle is well established, that where a person lawfully sworn, deposes falsely, with intent to deceive, and his evidence is admitted in any judicial proceedings, as material to the cause, he would be guilty of perjury and liable to indictment. 2 Chitty Cr. Law, 302; Van Steevberg v. Kortz, 10 Johns, 169; Jackson v. Humphrey, 1 Ibid., 497.