On July 31, 1931, a written eontraet was executed between the St. Louis Independent Packing Company and Swift & Company providing for the sale of certain real and personal property by the St. Louis Independent Packing Company to Swift & Company. Certain arrangements were'made subsequent to the execution of this contract involving the creation of.other corporate entities to facilitate the transfer of the properties involved in the sale. Since those arrangements have no bearing on this controversy we will treat the transаction as one between the St. Louis Independent Packing Company and. Swift & Company. The former will be referred-to as the packing company.
The contract contained the following provision:
‘ ‘ Seller shall furnish to Buyer . . . certificates of title . . . to all of the real property situated in the City of St. Louis, Missouri, showing good and merchantable fee simple title thereto of record in Seller On the latest possible date prior to the' date of said certificates . . . free from all liens and encumbrances excepting . . . general taxes payable for the year 1931 and thereafter. Said general taxes payable for'the year 1931 for the real arid personal property to be purchased hereunder shall be prorated between the parties hereto' as of the date of delivery of the deeds and other instruments as hereinafter specified.” (Italics ours.)
The deeds referred to in the contract were dated August-18, 1931. (The date of the deed wаs assumed in the calculations of the parties to be August 15, 1931.) Swift & Company went into possession of the property August 15, 1931, and paid the agreed purchase price less $27,960.36 representing the amount of taxes which Swift & Company contended the packing company was liablе for under the provision of the contract set out above. The amount withheld consists, of all the taxes payable (and later paid) in December, 1931, amounting to $23,082.07 on real estate and $57.72 personal property, and also $4819.94 representing the taxes for two and one-half months from June 1, 1931, to August 15, 1931.
The packing company contended that the contract, properly construed, required it to pay seven and one-half twelfths of the taxes, assessed June 1, 1930, and payable in the calendar year 1931, and the purchaser four and one-half twеlfths of those taxes.
The application of the packing company’s theory would result in its liability for taxes being limited to $14,484.41 instead of $27,-960.36 as claimed by Swift & Company. The payment of the difference of $13,475.95 being refused, the packing company brought this action for its recovery. A jury was waived and the cause tried before the court. At the trial the deed referred to in the contract was admitted in evidence. The deed contained a provision relating to taxes substantially similar to the terms of the contract. There is no con *607 tention that the deеd modified or changed the contract or that it should be controlling.
During the progress of the trial plaintiff offered evidence showing that the custom in St. Louis was to divide the taxes payable in the year of sale between the vendor and vendee in proportion to the еxtent of the portion of the year each owned the property. The court admitted this evidence subject to objection, indicating however that it would be excluded later. No further ruling relative to it appears. The defendant Swift & Company sought to prove that the question of what taxes were to be paid by each of the parties was discussed by representatives of the parties in the negotiations immediately preceding and incident to the drafting and execution of the contract, that “the custom of prorating taxes on the calendar year”’ was brought up by plaintiff’s counsel who offered a “rider” to the proposed draft of the contract changing the words “taxes payable for the year 1931” to read “taxes payable in the year 1931,” but that the rider was rejected by defendant. This evidеnce was excluded, offer of proof was made and refused by the court. At the conclusion of the evidence the court gave defendant’s declaration of law in the nature of a demurrer and entered judgment for defendant. From that judgment plaintiff appeals.
Thе defendant, respondent here, states its position as follows:
“Respondents contend and believe that the words ‘the year 1931,’ which appear in the contract, have reference to the calendar year 1931. Respondents do not contend, and have never contended (as the appellants mistakenly assert), that this language has reference to the ‘fiscal year 1931,’ but, on the contrary, respondents contend that there is, independent of the contract, a fiscal year for purposes of property taxation from June 1, 1930, to June 1, 1931, and also a fiscal year from June 1, 1931, to June 1, 1932. The taxes payable for-the fiscal year June 1, 1930, to June 1, 1931, are payable m December, 1931, but although payable in 1931, these taxes are not the entire ‘ taxes for the calendar year 1931.’ The taxes payable for the calendar year 1931 are the taxеs for the last portion of the fiscal year ending June 1, 1931, and the first seven months of the following fiscal year.
“The year 1931 covered a portion of two tax periods. The seller, by the terms of the contract, agreed to pay the taxes which were actually payablе under the law for the period during which the seller held the property, and, since the seller held the property up to August 15, 1931 (and, therefore, held the property for the entire period of the fiscal year from June 1, 1930, to June 1, 1931), the sellers were obligated to pay the taxеs for that period, which taxes were payable in December, 1931, and since the seller also held the property for the first two and one-half months namely, June 1st to August 15th, of the fiscal year from June 1, 1931, to June 1, 1932, they were likewise *608 bound to pay two and one-half twelfths of the taxes рayable in December, 1932.”
Appellant contends that the taxes assessed as of June 1, 1930, are taxes -for the calendar year beginning January 1, 1931, payable in the year 1931, and hence the provision of the contract requiring a clear title except taxes payable for the year 1931, and the further provision of the contract providing for the prorating of those taxes, makes appellant liable for only seven and one-half twelfths of the taxes payable in 1931 and creates no responsibility for the payment by appellant of any part of the taxes assessed as of the date of June 1, 1931, and payable in 1932.
Our tax system has been the source of some confusion in the past as well as in the present case. Much of that confusion grows out of an effort to determine when the lien of the tax attaches under the provisions of the statute in the absence of any express agreement. We are not concerned with the latter question in this ease since the parties have, by the terms of the contract, fixed their respective obligations relative to the payment of taxes and submit the contract for interpretation. Under these circumstances our sole problem is to construe the agreement contained in the contract.
By Section 11, Title IV, Chapter 10 of the General Statutes of Missouri, 1865, the fiscal year of thе State was fixed as commencing on the first day of October and ending on the thirtieth day of September. By amendment of that section in 1868 the fiscal year of the State was fixed as commencing on the first day of January and terminating on the thirty-first day of December (Laws 1868, p. 178). The same rulе applies now. [Sec. 11398, B>. S. 1929.]
The statutory rules of construction applicable to the construction of statutes are in part as follows:
“The construction of all statutes of this State shall be by the following additional rules, unless such construction be plainly repugnant to the intent of the Legislature, or of the context of the same statute; . . . the word ‘year’ shall mean a calendar year, unless otherwise expressed, and the word year be equivalent to the words ‘year of our Lord.’ . . .”
The fiscal year covers the same period as the cаlendar year. [Wilson v. Knox County, 132 Mo. l. c. 399,
In State ex rel. Flaugh v. Jaudon,
*608 “So that, in each year from June 1st to the following January 1st, there must be listed and assessed all real estate, and it might be added
*609
In State ex rel. v. Carr,
In Brinkerhoff-Faris Trust & Savings Co. v. Hill,
It seems reasonably clear that the “tax year” or “taxable yеar” as it is sometimes referred to, is a calendar year. It is equally evident that the words “taxes for the year 1931” mean taxes based upon the assessment made as of June 1, 1930, and payable W 1931. Wé so hold. The incorporation of the word “payable” in the above-quoted сlause after the word “taxes” produces grammatical inaccuracy but does not make the meaning' uncertain. Taxes cannot with grammatical exactness be said to be “payable for” the year 1931. They are either payable in the year 1931 or are taxеs for the year 1931. But since taxes for the year 1931 are the same taxes as those “payable in” that year, there is no uncertainty as to the meaning of the words “taxes payable for the year 1931.”
The case of Blossom v. Van Court,
The case of Glasgow v. Rowse,
*610
The case óf McManus v. Shoe & Clothing Co.,
The opinion of the St. Louis Court of Appeals in the case of De Giverville v. Legg,
- Although nnich 'of'"Our general revenue act, by express provision contained-therein,'does not apply to the city of St. Louis, no reason is suggested why a different construction should be placed upon language appearing'in a contract or сonveyance of the character involved here-when it relates-to real'estate situate in the'city of St. Louis and when it may involve real estate located' elsewhere in the State', and we perceive no grounds for recognizing such a. distinction.
The judgment'should be reversed and remanded with directions tó the trial "court to'enter judgment for'plaintiff for the amount sued for and costs. -It is so ordered.