Town of St. Albans v. National Car Co. , 57 Vt. 68 ( 1884 )

The opinion of the court was delivered by

Taft, J.

The action of Judge Royce in making an order for the return of the petition, and the filing of an answer, was not an adjudication of matters in his own cause. It was of the nature of a ministerial act, in which no right of the judge was passed upon.

The National Car Company was incorporated by the legislature of this State in 1868. The charter was granted subject to the control of future legislation, as the public good might require. In the year 1880, the Legislature passed an act, No. 83, Acts of that year, making the stock in corporations liable to taxation, the stock of non-residents to be set in the list in the town where the corporation had .its principal place of business. The office of the Car Company has always been in St. Albans, in this State; and the taxes in question are those assessed upon the stock of non-residents on the list of 1882. The first question that arises, is in reference to the validity of the act of 1880, as to the taxation of stock held by non-residents. Can such stock be legally taxed in this State? Are the taxes sought to be collected valid? The power of taxation by a State extends to persons, property, and business within its jurisdiction. Personal property follows the person of its owner, and has its situs at his domicile; but such as is visible, movable, tangible, may for the purposes of taxation be separated from him, and he may be taxed on its account at the place where it is actually located. Debts can be taxed only in those places where the creditors reside. They have no situs, but follow that of the owner. These are familiar adjudged principles. The shares of stock, upon which the taxes in question were assessed, were personal property. See charter, s. 4; R. L. s. 3258. Admitting the general doctrine that in the absence of all provisions to the contrary, the stockholders in a corporation can be taxed upon their stock at the place where they reside, we think it is equally true that the nature of stock is such that it may be taxed elsewhere. If shares of stock represent nothing .but that which is intangible, it could with better reason be claimed that it must always follow the domicile of the owner, and could not be taxed elsewhere; but it represents the property of the corporation, that in which the capital stock is invested. The owner of stock is not merely the owner of a right to dividends, but he is the owner of a proportionate share of the property of the corporation; and we think that for this reason it has well been held that the law which creates the shares “ may separate them from the person of their owner, for the purposes of taxation, and give them a situs of their own.” . Tappan v. Merchants National Bank, 19 Wall. 490. Judge Cooley, in his valuable work on taxation, p. 274, in stating the general rule, that “ the individual corporators, if taxed on their shares of stock, are to be taxed where they respectively reside,” adds this important qualification, “though they may be, and sometimes are, taxed at the place where the corporate business is carried on.” 1

But we think there is a still stronger reason why the taxation in question was valid. The corporate home of the company is in this State; the corporation is expressly subject to the exclusive legislative authority of the State; its dwelling is here, although it may do business elsewhere; and its members, when they enter into the relation of stockholders, do so subject to such changes in the law relating to the corporation as the supreme legislative authority deems it proper to make. The remarks of Waite, Ch. J., in the opinion delivered in the case of the Canada Southern Railway v. Gebhard, 109 U. S. 527, seems to us to enunciate the correct principle, and to be decisive of the question under consideration: “ Whatever disabilities are placed upon the corporation at home it retains abroad, and whatever legislative control it is subjected to at home must be recognized and submitted to by those who deal with it elsewhere. A corporation of one country may be excluded from business in another country — Paul v. Virginia, 8 Wall. 168 — but, if admitted, it must, in the .absence of legislation equivalent to making it a corporation of the latter country, be taken, both by the government and those who deal with it, as a creature of the law of its own country, and subject to all the legislative control and direction that may be properly exercised over it at the place of its creation. Such being the law, it follows that every person who deals with a foreign corporation impliedly subjects himself to such laws of the foreign government, affecting the powers and obligations of the corporation with which he voluntarily contracts, as the known and established policy of that government authorizes.” This principle is as applicable to the duties and liabilities of the individual stockholder, as to the powers and obligations of the corporation itself. There is no just reason why this should not be so held. The stockholders apply to the legislative authority for leave to exist, for certain privileges of an extensive and valuable character; the corporation becomes a creature of the State, and the stockholders take their organization with all the liabilities and duties imposed upon them by the law of the land, with the implied right on the part of the State to modify such liabilities and duties in' respect to taxation as the established policy of the State authorizes. It was conceded in argument that if the statute relating to the taxation of the shares had. been inserted in the charter, that taxation under it would be legal. The charter would have been taken by the stockholders subject to such provision. But the stockholders took the charter subject to the right of the legislature to modify or repeal its provisions. Such modification may be made by general law, applicable to all similar corporations as well as by special amendments to each charter. Taking the charter subject to the power of future legislation, the stockholders took it subject to the law in contention as absolutely as if it had been included in the charter originally. The corporation also received its existence subject to modification by future legislation, though under the form of a general law. We see no valid reason why we should hold, without such a provision in the charter originally, that upon the acceptance of it, the stockholders or corporation should be exempt from the duties relating to taxation which are intended to apply to all alike. The taxation, therefore, in the manner shown, was legal.

From the principles stated, it logically follows that the provision of the statute requiring the corporation to pay the taxes, is not in violation of the Constitution of the United States. The rights, powers, and duties of the corporation, and its individual stockholders, are governed and controlled by the general laws of the land; and if they desire to retain their corporate rights they must submit to such reasonable and valid regulations as the government deems it proper to establish.

The shares of bank stock owned by non-residents have been taxed in substantially the same manner in this State since 1849. See No. 18 of the Acts of that year.

Another objection made by the brief for the company is, that no notice of the assessment was given the stockholders. We do not consider this question, as it does not, in our opinion, arise. It is agreed that the . ‘‘ list was duly made out, verified, and returned according to law.” It could not have been so duly made out, verified, and returned, if the listers omitted any necessary step in the assessment. If notice was necessary we must hold that it was given.

Shall the writ of mandamus issue? The right of the petitioner to the taxes in question is clearly established; it is clear and plain. The writ should not be granted if the petitioner has an adequate remedy at law. Taxes are not debts in the ordinary sense of that term: Cooley Tax. 13; and cannot be recovered in an ordinary action at law. Webster v. Seymour, 8 Vt. 135; Shaw v. Peckett, 26 Vt. 482; Johnson v. Howard, 41 Vt. 122; Daniels v. Nelson, Ib. 161. The trustee process may be maintained in some cases, but the collector must find some one owing the person assessed before he can by that process collect the tax. It is said that an action at law can be maintained against the corporation. How? The tax is not strictly against the corporation, but against the non-resident stockholders. The statute simply makes it the duty of the corporation having control of the property of the non-resident stockholders to pay their taxes therefrom. It is at least doubtful if any such action could be maintained against the corporation. But admitting such an action couldbe sustained, — this brings us to the question whether in the collection of taxes by a municipal corporation, an action, either at law or in equity, is an adequate remedy.

The non-payment of taxes may seriously embarrass all the operations of the government; and if the State were forced to resort to actions at'law for their collection, the expenses of litigation might exceed the receipts of the treasury. So serious did this matter become in one of our sister States, that the legislative power interfered and provided that no judicial interference should be had in any levy or distress for taxes; and the court held the provision a valid one. The court say: “ How could a government calculate with any certainty upon the revenues, if the collection of the taxes was subject to be arrested in every instance in which a tax-payer or tax-collector could make out prima facie a technical case for arresting such collection? Ear better is it to let the individual pay to the government what it demands of him, at the time of the demand, as he will be certain of getting it back with interest, after more or less delay, if it was not due.” Eve v. State, 21 Ga. 50; Cody v.Lennard, 45 Ga. 85; Scofield v. Perkerson, 46 Ga. 350; and see Pullen v. Kinsinger, U. S. C. C. Ohio S. D. 9 Am. Law Reg. N. S. 557. Judge Field says in Hagar v. Reclamation Districts, S. C. U. S.: “The necessity of revenue for the support of the government does not admit of the delay attendant upon proceedings in a court of justice.” 18 Reporter, 1. More summary methods are required for the enforcement of taxes. The agreed statement of facts shows that a large amount of the stock upon which the taxes in question were assessed was sold after the date of the list and before the taxes were payable, so that there is no adequate remedy for their collection, the party assessed being without the State and having no property within it; and the only remedy suggested in those cases where there has been no transfer seems to 'be an action at law against the corporation.

Had the petitioners in this case invoked the aid of a court of equity, a more serious question would be presented than the one raised by the bill of interpleader, brought by the respondent. What we have already said as to the delay attendant upon legal proceedings for the collection of taxes, is directly applicable. Were it not, there are grave objections to the position taken by the respondents. Are they not interested in the litigation? and has the Court of Chancery power or process to bring the non-resident stockholders before it? But it is not necessary to discuss these questions; for upon the ground stated such proceedings furnish no adequate remedy for the collection of taxes.

We hold there is no such adequate remedy as to bar the issue of a writ of mandamus.

It is, therefore, adjudged that a writ of mandamus issue in accordance with the prayer of the petition, the payment of the sum named therein and costs to be made within fifteen days from the issuing of the writ.