Iron Street Corp. v. Unemployment Compensation Commission

[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.]

[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] John Nairn, an employee of the plaintiff, Iron Street Corporation, a Michigan corporation, was denied unemployment compensation benefits by the claims section of the Michigan unemployment compensation commission and allowed compensation by the referee. The appeal board sustained the award of the referee and its decision was based on the provisions of section 41 (3) of the Michigan unemployment compensation act (Act No. 1, Pub. Acts 1936 [Ex. Sess.], as amended by Act No. 347, Pub. Acts 1937, and Act No. 324, Pub. Acts 1939 [Comp. Laws Supp. 1940, § 8485-41 etseq., Stat. Ann. 1940 Cum. Supp. § 17.501 et seq.]), before it was amended by Act No. 364, Pub. Acts 1941. The decision of the appeal board was reviewed by certiorari in the circuit court where a judgment was entered in favor of Iron Street Corporation. This is an appeal by the commission from that judgment.

A written stipulation has been filed by the parties in which they agree that Arthur L. Evans at the time in question owned at least 51 per cent. of the outstanding capital stock of the Modern Die Tool Company, and 100 per cent. of the outstanding capital stock of the Iron Street Corporation. Both of these concerns are located at the same address in the city of Detroit, the first being engaged in the manufacture of tools and dies, and the second owns the building in which the Modern Die Tool Company is a tenant, with others. The Iron Street Corporation has less than 8 employees, while the Modern Die Tool Company employs more than that number.

The section of the compensation act involved reads as follows:

"SEC. 41. * * * ``Employer' means: * * *

"(3) Any employing unit which, together with one or more other employing units, is owned or controlled (by legally enforceable means or otherwise) directly or indirectly by the same interests, or which owns or controls one or more other employing units (by legally enforceable means or otherwise) and which, if treated as a single unit with such other employing units or interests, or both, would be an employer under paragraph (one) of this section."

The classification established by this provision of the act was determined to be reasonable, and the section was held to be constitutional in Godsol v. Unemployment CompensationCommission, 302 Mich. 652, 662 (142 A.L.R. 910). This court said:

"The 14th Amendment is not violated by legislation which applies only to those persons falling within a specified class if it applies alike to all persons within such class and reasonable grounds exist for making a distinction between those who fall within such class and those who do not. That the legislature saw fit to include within the terms of the act instances where two or more units were actually controlled by the same interests or where one unit actually controlled another employing unit is not arbitrary nor unreasonable. On the contrary, such provision is necessary in order that the benefits of the act be not denied and the purposes of the act as a whole be not frustrated to many employees by reason of disintegrated ownership and control. A reasonable relationship between the statute and the evil sought to be controlled brings the statute within the limits of constitutionality."

Appellee argues that our determination in the Godsol Case is not controlling in the instant case because the question of "piercing the corporate veil" was not there presented or considered. In arriving at our conclusion in the Godsol Case, we cited with approval and quoted from Maine UnemploymentCompensation Commission v. Androscoggin Junior, Inc., 137 Me. 154 (16 Atl. [2d] 252), and New Haven Metal Heating SupplyCo. v. Danaher, 128 Conn. 213 (21 Atl. [2d] 383). In each of these opinions appears a discussion of the problem of "piercing the corporate veil" under affiliate clauses similar to the one in our act. The court said in the Maine Case, p. 161:

"While it is true that a corporation is a separate entity from its stockholders, yet it is apparent that the legislature, when it enacted this statute, intended to go behind the corporate veil and discover actuality and if it were found that the company, although a corporation, were one so controlled, compel contribution. Otherwise, an individual intending to carry on a business of considerable magnitude, requiring the employment of many more than eight, could organize several corporations, each employing less than eight, escape contribution, and deprive many employees of the benefits intended by the act."

Appellee insists that if the section of the statute in question is interpreted to include corporations, it is unconstitutional, and cites in support of this argument Independent Gasoline Co. v. Bureau of Unemployment Compensation, 190 Ga. 613 (10 S.E. [2d] 58), certiorari denied, 311 U.S. 707 (61 Sup. Ct. 175,85 L.Ed. 459), and Benner-Coryell Lumber Co. v. IndianaUnemployment Compensation Board, 218 Ind. 20 (29 N.E. [2d] 776).

The Georgia court held that classifying two corporations as a single employing unit because the same person owns a majority of the outstanding capital stock in each would deny such corporations equal protection of the law, because competitors similarly situated and not connected with another business by majority stock ownership would be exempt from the provisions of the act. That court also said:

"It is contended, however, that the classification is justified as a means for enforcing the law and preventing its evasions. No doubt exists as to the right of the legislature to enact any legal provision that will prevent evasion and aid in the enforcement of a legal enactment. Purity Extract Tonic Co. v.Lynch, 226 U.S. 192 (33 Sup. Ct. 44, 57 L.Ed. 184). But this rule should never sustain an act that places a burden upon innocent and helpless minority stockholders solely because of the status of the majority stockholder who might seek to evade his legitimate obligations under the statute."

The Indiana court, relying on the Georgia decision, held that the phrase in the affiliate clause "controlled directly or indirectly by the same interests" must always be carefully scrutinized, and that such language must be regarded as meaning "something more than that remote control" arising out of ownership of a majority of voting stock. The answer to the first proposition advanced by the Georgia court is found in the statement of the Connecticut court in New Haven Metal HeatingCo. v. Danaher, supra, which was quoted in the Godsol Case and which, for the sake of emphasis, we repeat in part:

"The formula established by the statutory provision in question applies to all employers similarly situated, that is, to all employers whose businesses are under common ownership or control, the question is resolved to whether the classification has a fair and substantial relation to the object of the legislation. If it has, it is valid. If it has not, it is arbitrary, unreasonable and capricious, and therefore void. It is apparent from the plan embodied in the act as already stated that its primary object is to relieve against the distress of unemployment, and that the imposition of the tax upon employers is incidental."

As pointed out in the Godsol Case, one of the purposes of the section is to prevent employers from avoiding the obligations imposed by the statute, by dividing their businesses, and we stated there, and repeat now, that the classification thus imposed has a fair relation to the object of the legislation in question. The class created by statute includes employing units with less than 8 employees which are owned or controlled by other employing units or by the same interests which own or control another employing unit, which, if treated as a separate unit with such other unit or units, employs 8 or more. The tax that is imposed is levied equally upon all that come within this class. In Carmichael v. Southern Coal Coke Co., 301 U.S. 495, 509

(57 Sup. Ct. 868, 81 L.Ed. 1245, 109 A.L.R. 1327), the court said:

"A legislature is not bound to tax every member of a class or none. It may make distinctions of degree having a rational basis, and when subjected to judicial scrutiny, they must be presumed to rest on that basis if there is any conceivable state of facts which would support it."

In the Maine case the court cited the Carmichael Case and said:

"While it is true ``that when a statute imposing or enforcing a tax or other burden on the citizen even in behalf of the State is fairly susceptible of more than one interpretation, the court will incline to the interpretation most favorable to the citizen' (Millett v. Mullen, 95 Me. 400, 415, 49 A. 871), yet we do not consider that this statute as attacked is ``fairly susceptible of more than one interpretation' so as to come within that principle of law. Besides, it may be regarded as enacted in the interest of the public welfare in providing for assistance to the unemployed and so be entitled to receive a liberal interpretation. 59 C.J. § 656, pp. 1105, 1106. Relief of unemployment is a public purpose."

This latter argument was used in the Godsol Opinion.

The Washington court, in State of Washington v. KitsapCounty Bank, 10 Wn.2d 520 (117 Pac. [2d] 228), supplied the answer to the remaining argument in the Georgia case, and the one presented in the Indiana case, when it said:

"It might well be argued that, if the majority stockholder of a corporation seeks to evade his legitimate tax obligation under the statute, a minority stockholder cannot well complain if the corporation be brought within the scope of the law. Minority stockholders frequently suffer in one way or another through the acts of the holders of the majority of the corporate stock, and in all such cases the hardship, be it great or small, is borne by all stockholders, whether belonging to the majority or the minority group. We cannot follow the reasoning of the Georgia court in its holding that a classification which would otherwise be valid, is unconstitutional, because some interests may be adversely affected thereby. Some persons may complain, and often with seeming reason, of every legislative classification, but dividing lines must be drawn somewhere, and the question is not whether there is in fact some discrimination, but rather whether the discrimination is justified. * * *

"The (Indiana) court held the law constitutional by construing the word control as importing something more than the mere ownership of a majority of corporate stock. Such a construction of the statute would render the administration of the law extremely difficult and complicated, as well as uncertain. The power of control unexercised would call for one classification, and a change of policy, including the exercise of the control, would require another. In view of the necessity for an established administrative policy, it would seem that the power of control, and control, should be held to mean the same thing."

Appellee's contention that the application of section 41 (3) constitutes a denial of due process was recently answered by the New Jersey court in Wiley Motors, Inc., v. UnemploymentCompensation Commission, 130 N.J. Law, 30 (31 Atl. [2d] 39), decided April 1, 1943, where a somewhat similar set of facts was presented under a like affiliate clause. That court said:

"The guaranty of due process demands only that the law shall not be unreasonable, arbitrary or capricious, and that the means selected shall have a real and substantial relation to the object sought to be obtained.Nebbia v. New York, 291 U.S. 502 (54 Sup. Ct. 505,78 L.Ed. 940, 89 A.L.R. 1469). * * * There can be no question but that the means selected bear a real and substantial relation to the objects sought to be obtained bearing in mind that that object is the alleviation of the evils of involuntary unemployment."

See, also, Warren Brokerage Co. v. Unemployment CompensationCommission, 194 Miss. 855 (13 South. [2d] 227), decided April 26, 1943.

The authorities above referred to have held that the affiliate clause was either applicable or inapplicable, without any qualification. The Missouri court, however, took an intermediate position in the case of Kellogg v. Murphy, 349 Mo. 1165, 1182 (164 S.W. [2d] 285), in which it said:

"We hold the affiliate clause, subsection (h) 4, should be construed to refer to businesses which by location, nature or common experience might not unreasonably be expected to operate under substantial unification in the absence of such a statute; and to those where there is evidence of actual unifications. * * * But it is our conclusion that the two businesses involved in this case come within that rule — a general printing business and a newspaper publishing business conducted at the same address and under common major ownership. This is true although they were and previously had been operated as separate entities."

We deem it of some importance to note the nature of the businesses in which the organizations in the foregoing cases were engaged. Those which held the affiliate clause inapplicable involved in the Georgia case a telephone corporation and a gasoline corporation, and in the Indiana case, two retail lumber corporations. Those cases which held affiliate clauses applicable involved in the Maine case two boys' camps, one of which was a corporation; in the Washington case, two banking corporations; in the New Jersey case, a retail truck sale corporation and a manufacturing corporation; in the Connecticut case, a paint supply business and a plumbing supply corporation; in the Missouri case, a printing business and a publishing corporation; and in the Mississippi case, a commercial banking or sales finance corporation, and a personal loan brokerage corporation. It thus appears that, in the instances where the affiliate clause has been held to apply to a corporation, the businesses of the employing units have been somewhat related to each other.

We, therefore, hold that where one or more of the employing units in question is a corporation and the business conducted by either unit is relevant or incidental to the business of the other, the several employing units must be deemed to come within the classification of the affiliate clause, section 41 (3). In the instant case it is well within the implied powers of a tool and die corporation to acquire the building in which it is located even though it may not presently need all of it, and, while looking to the future expansion of its business, rents space therein to others. See Dodge v. Ford Motor Co.,204 Mich. 459 (3 A.L.R. 413).

Appellee also contends that, because of the 1941 amendment to the act, we should construe the act before its amendment so as to hold that the legislature did not intend to disregard the corporate entity, except in cases of attempted tax evasion. We are not presently concerned with the 1941 amendment, but rather with the legislative intent as expressed in the act before its amendment. Appellee's argument is unsound in that it is not essential to the enforcement of a tax act that the one against whom enforcement is sought be engaged in a tax evasion. However, the possibility that evasive practices may be perpetrated is, as pointed out in the Washington case, sufficient justification for the classification. The controlling test as to the meaning of a statutory provision is always the legislative intent when fairly ascertainable. But the "intent" referred to is the one entertained by the legislature at the time of the passage of the act, and not the intent expressed by a subsequent amendment. In the instant case, to interpret the subsequent amendment as an indication of the legislature's original intent would be mere speculation, not judicial construction.

Appellee also argues that in some of the cases cited there was an evident attempt to evade the effect of the statute. Whether such an intent in fact existed does not in any manner detract from the force of the reasoning and the logic of the conclusion reached in the authorities cited.

The judgment of the trial court is set aside and the cause remanded for the entry of a judgment sustaining the decision of the commission. It is so ordered, but without costs because of the public nature of the question involved.

BOYLES, C.J., and CHANDLER, NORTH, STARR, BUTZEL, and SHARPE, JJ., concurred.

WIEST, J., concurred in the result.