Chase v. City of Boston

193 Mass. 522 | Mass. | 1907

Sheldon, J.

If the stocks bought and held by the petitioners for their customers had been bought upon a margin in the ordinary significance of that word, the legal title to them would have been in the petitioners, who in that event properly would have been taxed for their value, and the petition could not have been maintained. Chase v. Boston, 180 Mass. 458. But that is not the case. All of these stocks were bought by the petitioners upon written orders from their customers, with a specific agreement that the ownership should be in the customers, subject only to a lien in favor of the petitioners for any indebtedness to them. Each of these orders directed the petitioners to buy a certain number of shares of specified stocks for the account and risk of the purchaser. If the petitioners made the purchase, they notified the customer of the price paid therefor, and he would pay either the whole or some part of that price. In the first event, he received his stock certificate, made out either in his own name or in the name of some former owner but with blank transfers upon the back signed by such former owner. In the latter event, the balance of the price, usually about sixty per. cent thereof, was lent to him by the petitioners, and the certificates, with blank transfers properly signed by the owner named therein, were left with the petitioners as security for the indebtedness thus created. The petitioners were authorized by the customer to pledge for loans to themselves these securities or any securities left with them as collateral security; and they did so as their own convenience " demanded. But the certificates of stock bought for and belonging to each customer were kept apart from all others, in separate envelopes, whether pledged or not; and the petitioners made such arrangements with their pledgees as to be able always to give to each customer his own specific stocks upon his paying the balance due for the price thereof.

Manifestly upon these facts, if there were nothing more, it would appear that the petitioners held these stocks as pledgees, with the right to repledge them to others, and that the purchasers were the owners and pledgors. They were bound to keep, as it is found that they did keep, the stock of each customer distinct; they could not take a single certificate in their own name for all the similar stock purchased for all their customers ; and they were bound to deliver, as they were accustomed to deliver, to each customer the identical stock purchased for him. It would follow that not the petitioners, but the rightful owners respectively of these stocks should be taxed for them, that the petitioners were entitled to the abatement which they seek, and that the judgment of the Superior Court should be affirmed.

It is contended however for the respondent that the effect of St. 1903, c. 423, § 1, is to make the petitioners the general owners of the stocks in question, and so liable to taxation upon them. That statute provides that “ the delivery of a certificate of stock by the person named as the stockholder in such certificate or by a person entrusted by him with its possession for any purpose to a bona fide purchaser or pledgee for value, with a written transfer thereof, or with a written power of attorney to sell, assign or transfer the same, signed by the person named as the stockholder in such certificate, shall be a sufficient delivery to transfer title as against all persons; but no such transfer shall affect the right of the corporation to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact until it has been recorded upon the books of the corporation, or until a new certificate has been issued to the person to whom it has been so transferred. Such purchaser, upon delivery of the former certificate to the treasurer of the corporation, shall be entitled to receive a new certificate. Stock shall not be transferred upon the books of the corporation if any instalments thereon remain overdue and unpaid. A pledgee of stock tz-ansferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a stockholder, and entitled to vote thereon.” These provisions are now contained in St. 1903, c. 437, § 28. See also St. 1906, c. 463, Part II, § 41, and Part III, § 22.

But the object of this statute was merely to protect stock so transferred against attachments or other accruing claims against the apparent owner of record. It was not intended and cannot operate to raise the title of a pledgee into an absolute ownership. Mor was it designed to throw the burden of taxation upon the pledgee and to exonerate therefrom the general owner, even though the transfer was not upon its face expressed to be by way of security only. Manifestly an owner of stock could not escape his liability to be taxed therefor by merely pledging it to a cz’editor; manifestly he could not withdraw it wholly from the fund available for taxation in this Commonwealth by transferring it in blank and delivering the certificates in pledge to a foreign creditor who was beyond the reach of any of our local assessors. Such property is to be taxed to the pledgor, not to the pledgee. The latter does not escape taxation, for by our statutes he is to be taxed for the debts which are secured by the pledge, though entitled to an allowance for such debts as may be due frozn himself. R. L. c. 12, § 4, cl. 2. The provisions of § 26 of this chapter refer to tangible property, not to mere intangible entities like titles to corporate stocks. Waltham Bank v. Waltham, 10 Met. 834, 338. Hall v. County Commissioners, 10 Allen, 100, 101. The St. of 1903, c. 423, was not passed with the purpose of repealing the rule of these decisions; it was designed wholly alio intuitu, to regulate the rights of holders of stocks among themselves.

Accordingly we are of opinion that the petitioners were not liable to taxation upon the value of these stocks, and are entitled to the abatement which they claim.

Even if the main contention of the respondent were correct, however, it is at least difficult to see how the act of the assessors in rejecting the petitioners’ sworn statement and “ dooming ” them in the arbitrary sum of §300,000 could be upheld. The list of copartnership property contained in this statement was made up in accordance with the requirements of R. L. c. 12, §§ 42 et seq. It is provided by § 46 of this chapter that the assessors “ shall receive as true, except as to valuation, the list brought in by each person, unless, on being thereto required by the assessors, he refuses to answer on oath all necessary inquiries as to the nature and amount of his property.” It is found that the petitioners made no such refusal, and it did not appear from their examination that the list was not a true one. Hall v. County Commissioners, 10 Allen, 100. Apart from the fact that this list is now found to have been correct, it therefore seems to have been conclusive upon the assessors, as they did not choose to require any further answers upon oath from the petitioners. Moors v. Street Commissioners, 134 Mass. 431. Lincoln v. Worcester, 8 Cush. 55, 64. Newburyport v. County Commissioners, 12 Met. 211, 223. We have preferred, however, to rest our conclusion upon the first and principal question in dispute, understanding this to be the desire of both parties.

In accordance with the terms of the report, the judgment of the Superior Court is to be Affirmed„