Mercantile Trust & Deposit Co. v. Mellon , 8 Pa. Super. 645 ( 1898 )

Opinion by

Orlady, J.,

The American Casualty Insurance and Security Company of Baltimore city, a corporation of the state of Maryland, had its principal office in the city of Baltimore, in that state; and the defendant is the owner of 250 shares of its corporate stock, which, under the provisions of the laws of Maryland, were valued for taxation in 1893, by the proper authorities, at $53.00 per share. These shares were taxed by the city of Baltimore at the rate of $1.55 for each hundred dollars of the valuation, and there was stated by the city of Baltimore against the insurance company an account of taxes amounting to $7,971.96 “ as per list of stockholders attached,” which list included the defendant, and his proportion of the total tax would therefore be $205.28. The company did not pay the taxes upon demand; receivers were appointed, 'and the city of Baltimore sued the receivers to recover the total tax against the company and secured a final judgment therefor, which was paid by the receivers to the proper authorities.

This suit, pursuant to an order of the Maryland court having jurisdiction of the receivers, is brought in Allegheny county, Pennsylvania, where the defendant resides, to secure a personal judgment against him for the amount due on his stock as the tax paid by the receivers of the original corporation. A case stated was filed, and after hearing, a judgment was entered in favor of the defendant. It is admitted that the proceedings, by which the stock was assessed and the tax determined, were pursuant to the charter regulations of the corporation issuing the stock, and to the statutes of Maryland.

The defendant never was a resident of the state of Maryland, but always has been a resident of the state of Pennsylvania, and did not have any notice of the assessment of the tax on the shares of stock owned by him.

The claim of the city of Baltimore against the American Casualty Insurance and Security Company of Baltimore city was a tax imposed by the laws of the state of Maryland; it was assessed as a tax, and as such it was paid by the receivers of the insolvent company to the proper persons authorized to receive the tax, and when so paid into the treasury of the municipality it ceased to have existence as a tax against the company or its stockholders. The receivers, having paid the tax, cannot by the order of court directing them “ to proceed by action or suit, if necessary, to collect from the several stockholders of the defendant corporation .... their proportinate shares of the taxes paid by the receivers,” follow a stockholder into Pennsylvania and secure a personal judgment against him, unless the charter contract of the corporation, with its stockholders, specially authorized such remedy.

Upon a case stated the court cannot go outside of its terms for facts, nor assume them by way'of inference : Commonwealth v. Howard, 149 Pa. 302.

The special attributes of a tax claim ceased upon its payment to the proper authority, and there is no provision for substitution to the rights of the city of Baltimore, to which the tax was due. The statutory means for collecting the tax, which can be asserted against person or property, are exclusively for the benefit of the taxing municipality, and they became inoperative when the tax is paid, and cannot 'be vitalized into life so as to be continued for the benefit of the corporation, which is obliged to pay them without specific statutory and charter authority. Such power is not shown in the case stated. “ The statutes of Maryland provide, article 81, sec. 138, .... and for the valuation and effectual collection of the taxes assessed on the stock in banks or other incorporated institutions, held by non-residents, the proper officer of .the corporation shall annually .... make out and deliver to the county commissioners, or to the tax court where said corporation is situate, an account of the number of shares of stock in such corporation held by persons not residents, and the same shall be valued at its actual cash value to and in the name of- such stockholder, but the tax assessed on such stock shall be levied and collected from said corporation, and may be charged to the' account of such non-resident stockholder in said corporation and shall be a lien on the stock therein held by such stockholders respectively until paid.” This is the only provision in the case stated under which the corporation can protect itself for the money it may be obliged to pay as tax against it. The remedy of the corporation is against the stock and the lien is against it alone. The stock may be exhausted by the lien, but the corporation cannot pursue the holder into Pennsylvania to recover.

It may be unfortunate that the corporation was so insolvent that the stock held by nonresidents was not equal in value to the tax it should pay to the state, but the loss to the state is hardly so great as is that of the nonresident who has bought the stock under the charter contract by which his stock may be entirely destroyed in value by the liens against it for taxes, and his investment be lost. More than this is not authorized by the charter, and more than this the corporation cannot claim.

• The assignments of error are overruled and the judgment of the court below is affirmed.