City of Detroit v. Lothrop Estate Co.

136 Mich. 265 | Mich. | 1904

Grant, J.

(after stating the facts). Tbe provision of the tax law under which plaintiff asserts tbe liability of tbe defendant is as follows:

“All corporate property, except where some other provision is made by law, shall be assessed to the corporation as to a natural person, in tbe name of tbe corporation. Tbe place where its office is located in its articles of incorporation shall be deemed its residence: Provided, its business is actually transacted at such office; but if it shall establish its principal office in any other place than tbe place named in its articles of incorporation, then tbe place where it ■ transacts its principal business shall be deemed its residence for all tbe purposes of this act.” Section 3834, 1 Comp. Laws.

Tbe defendant is organized under chapter 160, 2 Comp. Laws. Tbe law requires that tbe articles of association shall state the character of tbe business to be conducted, and the location of tbe same. Tbe law contemplates that associations formed under it may have more than one •office, for it provides that on the outside of every office or place where it carries on business it shall have its name in conspicuous letters, with the word “Limited” attached: The main purpose of the defendant' is to manage, care for, and control, and eventually divide, the property left to its shareholders by the late George V. N. Lothrop. This property consisted largely of real estate and personal prop-arty located in various counties of the State. ■ Agents were appointed in each place to look after its property there situated. Its personal property, consisting of stocks, bonds, and mortgages, was under the control of Mr. Henry B. Lothrop, its treasurer, whose residence was and is at the placed fixed by the association as the location of his business. It was necessary to have some one in Detroit look after its property there. The question of the location of a business of this character is not to be determined by the fact that rents are collected on the property situated in any particular place, or that receipts from elsewhere are sent to any particular office for entry upon the books, or that its account books are kept in any particular place, or that its clerical work is there done. Where an association of this kind has several offices, it is essential that it locate somewhere for the purposes of taxation, as well as other purposes, and there is no reason why it should not select any one of its offices' as its location. In this case there was no necessity for two clerks. There was not even business enough for one. The work of drawing contracts, receiving rents, and issuing checks in payment of taxes is purely clerical, and this w”ork required but little time. If, under these circumstances, it may not choose its location, then its location will depend upon what a jury may say is its principal office or place of business. Would the finding of a jury in one place be conclusive upon a finding of a jury in another ?

The character of the business and the purposes of a corporation are important elements in determining its situs for taxation. ' The only property of the defendant requiring any fire or police protection of the city is its own real estate, which is assessed and taxed in the city, and bears its share of the burdens. It has no active, physical business, like that of merchandising or manufacturing. Its only employés in Detroit are two, who d'o its work of collecting rents, taking care of the real estate, and keeping its books. It has employés in other places. The greater part of defendant’s property is real estate. The care and management of this is its principal business. The collection of the interest upon its personalty occupies but little time, either in collecting or recording upon the books of account, and this is done by a clerk. The policy in controlling and managing this real estate and personal property is fixed by the managers and shareholders at Grosse Pointe. There they meet to do whatever is necessary for them to do.

Counsel for the city rely upon Detroit Transportation Co. v. Detroit Board of Assessors, 91 Mich. 382 (51 N. W. 978). There is no similarity between the facts of that case and those of this. That was a suit in mandamus, and the return of the respondents was conclusive. The relator was a transportation company, doing business upon the Lakes. It located its first office at a roadhouse in the township of Hamtramck, and, when the territory where that was located was annexed to the city, it moved its office to a farm-house, where it had no property and no business, and could not have. None of its directors or stockholders lived in the township of Hamtramck. They lived in Detroit. All of its business was done at the Detroit office. The answer also showed that the stockholders never held a meeting at this roadhouse, but rode up past it and back in a street car, and held their meetings. We said in that case:

‘ ‘ The citizen has a right to reside in the country and do business in the city. This, however, must be an actual residence. One cannot maintain a nominal residence in the country while his actual residence is in the city, and thus avoid taxation in the city. A corporation possesses the same right in this respect that the individual does. A corporation must have a local habitation. It cannot fix a nominal domicile in the country while its actual domicile for business is in the city.”

In this case the office is fixed at the home of one of the principal shareholders and the treasurer of the company, upon the most valuable single piece of real estate owned by it. A majority of the shareholders are nonresidents of Detroit. It is as much the duty of the defendant, through its officers, to look after the property at Grosse Pointe Farms, as it is to look after the property iñ Detroit, Bay City, or elsewhere. If the defendant’s detail books had been kept at the Grosse Pointe Farms, but the rents had been collected, taxes paid upon the Detroit property, and that property taken care of by a clerk or other person in an office in the city of Detroit, would a jury or court be justified in saying that, because inore of its business was done in Detroit than at Grosse Pointe Farms, that was its principal office ? We think that the defendant had a right to locate its place of business at Grosse Pointe Farms, and that that is its place for the purpose of taxation. In this view of the case it becomes unnecessary to discuss the alleged errors in the charge of the court, inasmuch as the jury reached the correct conclusion.

Judgment affirmed.

The other Justices concurred.