83 Vt. 396 | Vt. | 1910
Section. 365 of the Vermont Statutes, under which this case arose, reads as follows: “Manufacturing establishments, (except for manufacturing pulp, rough sawed lumber or charcoal), quarries, mines, and such machinery, tramways, appliances and buildings as are necessary for prosecuting the business, machinery put into unoccupied buildings, and all capital and personal property used in such business, if the amount invested exceeds one thousand dollars, may be exempt from taxation not exceeding ten years from the commencement of business if the town so votes. Such real and personal estate shall be appraised and set in the grand list and the termination of the exemption noted against it.”
The defendants say that exemptions of this class are binding contracts when regularly granted and accepted, whether the statute so provides or not. And we think this is so, if they are supported by a consideration, which is as essential here as in contracts between private parties. 1 Cooley on Taxation, 3d ed. 114; Home of the Friendless v. Rouse, 8 Wall. 430, 437, 19 L. ed. 495; Grand Lodge, etc. v. New Orleans, 166 U. S. 143, 41 L. ed. 951, 17 Sup. Ct. 523.
But they claim that the exemption in question was not regularly granted, as the vote was a blanket vote, put out to any one who concluded to take advantage of it, and that the statute did not authorize such a vote, and therefore it is void. They rely on Cox Needle Co. v. Gilford, 62 N. H. 503, in support of the claim. But that case is not in point. There the statute was that towns might vote to exempt from taxation any establishments therein, “or proposed to be erected or put in operation therein,” etc., and that the vote should be a contract binding for the term specified therein. The vote was to exempt “all capital of $5,000 or upwards that might thereafter be invested in the town for manufacturing purposes.” The court said the vote was too general to be good; that if the statute was construed to authorize exemption by a sweeping vote of all establishments that might thereafter be erected, no force would be given to the word “proposed,” which pointed to such particular and specific establishments as were at the time of the vote proposed by some person or persons to be erected and put in operation; that if the Legislature intended to confer such sweeping authority, it would have expressed its purpose by omitting the word “proposed.” or
It may be noticed in this connection that when our statute was first passed in 1867, it was like the New Hampshire statute in respect of establishments that it might be proposed to locate in the town, and in giving the assent of the town the force of a contract. But in 1869 those provisions were eliminated, and have never been restored. So there is nothing in our statute restricting towns as the New Hampshire statute does, but its language is general, and the vote may be as general as the statute, and with good reason, for a general vote might call in investors that the town would not otherwise learn about. Such a vote is like an offer of reward to the public at large for certain information, which becomes obligatory as soon as one, with a view to the reward, renders the specified service, if the offer was not previously withdrawn. And in the New Hampshire case the court virtually said that the vote would have been good had the statute been general. We hold, therefore, that the vote here was authorized by the statute, and that the town was bound by it when the orator acted upon it as it did with a view to the exemption. And the town evidently so understood it, for the property was appraised and set in the grand list and the termination of the exemption noted against it as the statute required.
But it is, said that this construction ought not to be put upon the statute because a general vote might call in an undesirable business. But the answer is that the town can protect itself against that by its vote.
But the defendants say that though the vote is valid, yet, when the orator ceased doing business and leased its real estate to the machine company, which was organized and conducting a different business in Springfield long before the vote was passed, and not itself entitled to exemption, it ceased to be a manufacturing concern established and put in operation within the time limited, and therefore lost its right to further exemption; that the vote should be construed to exempt only such property as should be dedicated to a new industry, for that its purpose must have been to encourage the establishment of such industries with the expectation that they would become permanent, and ulti
It is manifest that none of these cases are in point. In one, the declared purpose of the constitution of the state was directly contravened; in another, the property was not used as the statute required; and in another, there was a breach of an express condition.
Nor are the Kentucky cases referred to any more in point. They are Mengel Box Co. v. City of Louisville, 117 Ky. 735, 79 S. W. 255, and Continental Tobacco Co. v. City of Louisville, 123 Ky. 173, 94 S. W. 11. There the ordinance, in order to induce the location- of more manufacturing establishments in the city, exempted any person, firm, or corporation that should permanently locate and conduct such establishments therein. The plaintiff in each of those cases had bought out concerns that were exempt under the ordinance, and the question in each was,
But the case at bar does not involve any of these questions, but is to be governed by the contract between the town and the orator, evidenced by the offer made by the vote of March 26, 1898, and its acceptance by the orator. The vote was, to exempt from taxation for ten years all manufacturing establishments investing a capital of over five thousand dollars that might be established and put in operation during the then next twelve months. This was the offer, and the orator accepted it by complying with its requirements in every particular therein expressed. But we are asked to read into it an unexpressed condition that the orator should continue the business or forfeit its right to exemption.
The rule undoubtedly is that the necessary implications of a written contract are as much a part of it as though plainly expressed in it. But in order to apply this rule, the implication must arise from the language employed in the instrument, or be indispensable to effectuate the intention of the parties. When the language employed is obscure, imperfect, or ambiguous, the instrument is open to construction, and then the prime object is, to ascertain the intention of the parties. But in that case the court can go no farther than to collect the intention from the language employed as applied to the subject-matter in view of the attendant circumstances. Nor can the court by implication put into a written instrument what the parties have left out of it, though by mistake; nor reject what they have put into it, unless repugnant to some other part. Hudson Canal Co. v. Pennsylvania Coal Co., 8 Wall. 276, 288, 19 L. ed. 349.
It is undoubtedly true that when by constitutional provision, legislative enactment, or authorized municipal vote, exemption is made to depend upon a continuance of the business; the use of property for designated purposes; or other condition, — the
Following these rules, as we must, it is obvious that we can not read into this vote what we are asked to, for there seems to be no reasonable doubt about its meaning. Its language is neither obscure, imperfect, nor ambiguous, but is plain, complete, and explicit, and was evidently chosen with care and consideration; so it is not fairly open to construction, and we see no warrant for saying that the town left, or intended to leave, anything to implication, but think that it expressed, and intended to express, all it wanted to ask of those who accepted its offer, and that the orator had a right to understand it so. Nor has the town ever indicated to the contrary, as far as appears, but has always remained content. And this suggests the question, not made in argument, whether the village has any standing to enforce 'a forfeiture of the right of exemption if any there is. But it is not necessary to consider that question.
It is further objected that the vote of the town does not bind the village, for that the town has no interest in nor control over the taxes in question, as the village is an independent organization, and its needs for which assessments are made are entirely local; and for that the taxes are not within the exemption, which is general. But towns and villages are governmental agencies, and as such are peculiarly subject to legislative control and subordination; and when not restrained by the Constitution, as the town is not here, the Legislature, having the power itself to tax, can confer that power upon municipalities in such measure as it pleases; and as the power to tax includes the power to exempt from taxation, it may confer that power upon them in like measure; and if it does, and the municipality exercises it in a legal way, its action in that behalf has the force and effect of a statute law. Colton & Moore v. Montpelier, 71 Vt. 413, 45 Atl. 1039; Town School District v. School District, 72 Vt. 451, 48 Atl. 697. So the vote of the town precludes the
Decree affirmed and cause remanded.