Commonwealth v. Westinghouse Electric & Manufacturing Co.

Opinion by

Mb. Justice Heydrick,

in No. 17 May T., 1892.

This cause was submitted to the decision of the court below without a jury under the act of 1874. In such cases it has been repeatedly held that the findings of fact are no more reviewable by this court than is the verdict of a jury: Jamieson v. Collins, 83 Pa. 359; Lee v. Keys, 88 Pa. 175; Brown v. Dempsey, 95 Pa. 243; Commonwealth v. Railroad Co., 104 Pa. 89; Bradlee v. Whitney, 108 Pa. 362; Railroad Co. v. Moyer, 125 Pa. 506; Commonwealth v. Hulings, 129 Pa. 317. For this reason the first five specifications of error cannot be noticed farther than to say that the exceptions referred to in the fourth and fifth appear to have been sustained by the court below.

The sixth specification of error raises the question whether the defendant corporation is within the proviso to the twenty-first section of the act of June 1, 1889, P. L. 431, exempting the capital stock of corporations, limited partnerships and joint stock associations organized exclusively for manufacturing purposes and actually carrying on manufacturing within this state from taxation. The learned judge of the common pleas found that the company was incorporated by and in virtue of an act of the general assembly of this commonwealth approved April 9, 1872, entitled “An act to incorporate the Chartiers Improvement Company, and to define the powers thereof,” which referred to another act entitled “An act to incorporate the Improvement and Co-operative Company, with powers to acquire and improve property, to use and dispose of the same, and for other purposes,” approved May 12, 1871, for a definition of its powers, and made these acts part of his finding. Turning to the acts in question it is fouzid that the defendant corporation was empowered to engage in enterprises so vaguely defined that it would be unsafe to say what was not authorized, if anything could be authorized by such generalities, except the issue of its own obligations as currency which was expressly excluded, and manufacturing which the most liberal construction of the language of the act of 1871 would not comprehend. It was, however, expressly authorized “ to make purchases and sales of and investments in the securities of other companies,” and to do many other enumerated things which were not manufacturing. He farther found that during the tax fear 1890, and for some time previous thereto the defend- ' ant Was exclusively engaged in the manufacture of electrical apparatus and appliances and machinery for the generation, transmission and utilization of electricity, and in no other business, and because it was so engaged he held that it was organized exclusively for manufacturing purposes. In Commonwealth v. William Mann Company, 150 Pa. 64, it was held that a corporation is organized when the agents or officers by which alone it can perform its appropriate functions have been appointed and taken upon themselves the burden of their offices, and that it is then organized for the purposes authorized by the law of its creation. It is necessarily organized for all of its lawful purposes, because, until organization, it cannot, from mere incapacity to perform any corporate act, abdicate or surrender any of its franchises. Whether it could lose by mere non-user, or abdicate or surrender any part of its franchises after organization is not a question of any moment in this cause. Neither the loss, or surrender of franchises granted, nor the usurpation of others not granted could change the fact that this defendant corporation was organized for the purpose, among other things, of making purchases and sales of and investments in the securities of other companies. It cannot, therefore, be said to have been organized exclusively for manufacturing purposes, and hence is not within the proviso to the twenty-first section of the revenue act of 1889.

But while the defendant is not within the proviso it does not follow that it is taxable upon its entire capital. Part of its capital is invested in patent rights, and that it is not taxable upon that part is so clearly and forcibly shown by the learned court below as to render further discussion of that subject undesirable. It is equally clear that it is not taxable upon another part invested in manufacturing plants situated in New York and New Jersey. This, however, is not controverted. But in addition to the items upon which tax was imposed by the judgment of the court below it is taxable upon so much of its tangible property as is situated in this commonwealth.

The judgment is reversed and judgment is now entered in faVor of the plaintiff for the sum of six thousand six hundred and sixty-one dollars and eighty-nine cents with costs.

Per Curiam,

October 3, 1892, in No. 1.5 May T., 1892:

The judgment is affirmed upon the opinion of the learned judge of the court below.