Commonwealth v. Danville Bessemer Co. , 207 Pa. 302 ( 1904 )

Opinion by

Mb. Justice Brown,

In affirming this judgment but little need be said. The claim of the commonwealth is for a bonus of one third of one per centum upon the amount of the capital of the Danville Bessemer Company, a foreign corporation, employed within this state. It is made under the Act of May 8, 1901, P. L. 150, the first section of which is, “ That from and after the passage of this act all corporations, limited partnerships or joint stock associations, except foreign insurance companies, chartered or created by or under the laws of any other State, or of the United States, or of any foreign country, whose principal office or chief place of business is located in this commonwealth, or which have any part of their capital actually employed wholly within this State, in addition to complying with the laws now in force as to such corporations, limited partnerships or joint-stock associations, shall pay to the State Treasurer, for the use of the commonwealth, a bonus of one-third of one per centum upon the amount of their capital actually employéd or to be employed wholly within the State of Pennsylvania, and a like bonus upon each subsequent increase of capital so employed.” Before the passage of this act the appellee came into Pennsylvania, conducted business and employed that part of its capital from which the commonwealth would exact a bonus. It may fairly be said that, by our legislation, the company had been encouraged, if not actually invited, to come among us ; and, by complying with the statutory conditions of its coming, had paid the only consideration asked by the state for the privilege of doing so.

What the state is demanding from the appellee is not a tax, which it could impose, but a bonus, which is a consideration for the grant of a privilege or franchise: Commonwealth v. Erie and Western Transportation Co., 107 Pa. 112. The privilege extended to the appellee by the state, and exercised by it before the passage of the act of 1901, was to conduct business here. If the legislature could, it is hardly likely that it would, attempt to impose a bonus upon a foreign corporation already doing business here, and for which privilege it had already done all that the state had asked; and it is plain that the act of 1901 is not such a legislative attempt.

“ Nothing short of the most indubitable phraseology is to convince us that the legislature meant their enactment to have any other than a prospective operation: ” Dewart v. Purdy, 29 Pa. 113. “ There is no canon of construction better settled than this, that a statute shall always be interpreted so as to operate prospectively and not retrospectively, unless the language is so clear as to preclude all question as to the intention of the legislature: Neff’s Appeal, 9 Harris, 243 ; Fisher v. Farley, 11 Id. 501; Becker’s Appeal, 3 Casey, 52. Lord Bacon expressed concisely the same rule: Ñeque enim placet Janus in legibus. Retrospective laws generally if not universally, work injustice, and ought to be so construed only when the mandate of the legislature is imperative: ” Taylor v. Mitchell, 57 Pa. 209. “Unless such intent is clearly manifest, it will not be presumed that the legislature intended any other than a prospective operation: ” Peoples’ Fire Ins. Co. v. Hartshorne, 84 Pa. 453. Tested by this rule of construction, there is nothing in tlie first section of the act of 1901 to indicate the clear legislative intent that it should, apply to corporations then employing their capital within the state. The bonus is to be paid bjr corporations, “ from and after the passage ” of the act, “ whose principal office or chief place of business is located in this commonwealth,” that is, corporations which locate their principal office or chief place of business here, and not those which have located it; or corporations “ which have any part of their capital actually employed wholly within this state,” that is, corporations which, after the passage of the act, actually employ any part of their capital wholly within this state, and not those which theretofore employed it. The words cannot be read as the “ clear ” and “ indubitable ” language of the legislature intending the act to operate retrospectively. By transposing “ from and after the passage of this act ” and reading this clause after the words “ whose principal office or chief place of business is located in this commonwealth, or which have any part of their capital actually employed wholly within this state,” the legislative intent becomes manifest that the act is to affect only those foreign corporations which, after its passage, locate their chief place of business or actually employ any part of their capital wholly within the state. Such transposition can be made and the section so read, unless by so doing a clearly expressed intention of the legislature to the contrary will be struck down.

If there were any doubt as to the intent of the legislature that the act should operate only upon corporations coming into the state or bringing capital into it after May 8, 1901, the second section would remove it. It provides “that in addition to the duty of complying with the other laws now in force, no corporation, limited partnership or joint-stock association liable to pay bonus under this act shall go into operation or transact any business in this Commonwealth without having first made a report undei\oath to the Auditor General stating, specifically: First. The state or country in which incorporated or created. Second. The date of incorporation or organization. Third. The location of its chief office in this State. Fourth. The name and address of its president and treasurer. Fifth. The amount of its bonded indebtedness. Sixth. The amount of its authorized capital stock, Seventh, The amount of capital paid in. Eighth. The amount of capital employed wholly in the State of Pennsylvania. And each of said corporations, limited partnerships or joint-stock associations shall make a similar report annually thereafter, not later than the thirtieth day of November of each year.”

In an inquiry as to legislative intent the different parts of the act of assembly must be read together, and, in so reading the first and second sections here, it appears from the indubitable words of the latter that the foreign corporations in the mind of the legislature at the time this act was passed were such only as thereafter should go into operation or transact any business in tins state. The appellee brought no part of its capital here after the passage of the act, and what the court below decided was that the capital which it had previouly brought and actually employed wholly within the state, was exempt from the bonus which the commonwealth would compel it to pay. This was a correct view, and the judgment that followed it in favor of the defendant.is affirmed.