83 Wis. 590 | Wis. | 1892
The following facts- are substantially stated in the complaint:
The plaintiff is a corporation of this state, and is conducting the business of owning and employing steam and sail vessels in the general freighting business on the lakes and navigable waters connecting them, and at the times herein mentioned owned a large number of such vessels, and employed them in carrying cargoes of iron ore and other cargoes between points and places on said lakes. In its articles of organization, duly made and filed, it is certified and declared, in accordance with sec. 1772, R. S., that “ the name of said corporation shall be the Milwaukee Steamship Company; it shall be located in and have its
The manner in which the plaintiff’s vessels were employed was as follows: David Vance and Frank L. Vance, copartners under the firm name of David Vance & Co., and engaged in business as fire and marine insurance agents and vessel agents, had an office in the Third ward of said city of Milwaukee, in which was conducted the business of said firm of David Vance & Co. The said firm acted as the" agents for plaintiff’s vessels among others, and as such agents usually chartered them before the opening of navigation in each year for such season, br for a number of consecutive trips. The vessels so chartered have been principally employed in carrying iron ore from Escanaba and Ashland to Lake Erie ports, with occasional return cargoes of coal. The masters of said vessels attended to' the details of the business of the same under their command, collecting freight, paying the usual running expenses,
In the year 1890 all the vessels owned by the plaintiff, and employed as aforesaid, were assessed for the purpose of taxation in said town of Lake, on the 17th day of December, 1890; and the plaintiff duly paid to the town treasurer of said town all the state, county, school, and town taxes levied pursuant to the assessment aforesaid in that year. In said year 1890 the assessor of the Third ward of the city of Milwaukee also listed said vessels for- assessment for the purpose of taxation in said Third ward, and the said vessels were assessed in said ward, and the city tax hereinafter mentioned levied against the plaintiff thereon, notwithstanding the plaintiff duly protested against the same before the assessor and board of review. On the 31st day of March, 1891, the chief of police of the City of Milwaukee, having the warrant authorizing him to collect the delinquent city taxes, demanded the payment of said tax so levied against the plaintiff in respect to said vessels, and, the plaintiff refusing to pay the same, said officer levied upon property of the plaintiff to satisfy the same, whereupon the plaintiff, under coercion-of said levy, to save its property, and under protest, paid the city taxes and charges
Judgment against the defendant is prayed for the sum of $198.24 and interest, besides costs.
The defendant, by answer, either admits or alleges ignorance of the main facts set forth in the complaint, and avers on information and belief that at all the times mentioned in the complaint the plaintiff had kept and maintained an office in the Third ward of the city of Milwaukee, at which said office the plaintiff kept its officers and clerks, all of its general and principal books of account, and its stock book; and there its officers transacted all of its business, except as hereinbefore admitted, and; save the annual election of directors and officers and special meetings of stockholders, no other business was done or transacted by the plaintiff at its said office in the town of Lake; and at all times, save at the times of said elections and meetings, said office in the town of Lake remained closed, and that no books of account, or any stock book, were ever kept in or taken to said office.
It will be seen that in respect to these two offices of the company the answer does not much enlarge the averments of the complaint. The complaint states that no business was done in the office of the town of Lake except the annual and special meetings of the stockholders for the election of directors^ and the annual meeting of the directors to elect officers; “and no other business of said company was ever transacted at that place.” The office in the Third ward of the city of Milwaukee was kept by David Vance, the president, and Frank L. Vance, the secretary, of the company; and they were also vessel agents, and acted for plaintiff’s vessels, and chartered them each year, or for consecutive trips. The captains of the vessels remitted to them there the balances after paying the running expenses. The secretary of the company kept there an account of the
The plaintiff moved to strike the answer from the files, on the ground of its frivolousness, and the court granted the motion. In present practice this is the same in effect as sustaining the demurrer on the ground that the answer does not state a defense to the action. The court entered an order not only granting the motion, but for judgment in favor of the plaintiff on the pleadings, without leave to answer, over, and rendered judgment for the plaintiff.
"We shall treat the order as in effect sustaining the demurrer to the answer. The only question presented is, "Was “ the principal office or place of business” of this corporation in the Third ward of the city,of Milwaukee, where its property was assessed for the purpose of taxation ? If so, that shall be held to be its residence for such purpose. Secs. 1040, 1041, R. S.
In view of the contention of the learned counsel of the
As a legal conclusion from the facts stated in the complaint and answer there would seem to be no doubt that the principal office or place of business of the plaintiff company, when its property was assessed, was in the Third ward of the city of Milwaukee. That was the office of its president and "secretary and vessel agents. There the accounts were kept of all the business- of the company, the net earnings were returned to that office, and the dividends were there made and paid, and the vessels chartered. There the receipts and disbursements of all moneys were made, and the account thereof kept. All the account and stock books were kept there. In short, all the business, financial or otherwise, of the company was. done there. The election of directors and officers was held at that house in the town of Lake, and at all other times, as an office for any purpose, it was closed. It could scarcely be seriously contended that the “ principal office or place of business of the company” was in the town of Lake, or was not in the Third ward of Milwaukee.
The recent case of Detroit Transp. Co. v. Board of Assessors, 91 Mich. 382, is strongly in point with this case. In. that case the property assessed was vessel property in the business of transportation on the lakes. In the articles of association it was stated “that the office for the transaction
If the articles of association of this company had stated that its “principal office or place of business” was at said house in the town of Lake, and the statute had provided that the articles should contain the principal office or place of business of the corporation, I am not prepared to intimate that it would be conclusive of the question, notwithstanding the above authorities. It would seem to give to a corporation the power to fix conclusively the place of its principal office or place of business falsely, to evade taxation in the place where its principal office or place of business actually and really is, when no other taxpayer has such a right or power. The rule of taxation must be uniform in this state. But the question is not before us in this case, for our statute does not authorize the articles to contain the “ principal office ” of the company, but only its “location.” That word is not the same in language or meaning as the words “ principal office or place of business.” If required to say what the word “ location ” here means, I would say it probably means that its name shall be localized, as in this case the “ Steamship Company ” is made wrongly, by its location, the “Milwaukee Steamship Company.” By its location it is not a Milwaukee company, and perhaps ought to be called, according to its articles, “ Town of Lake Steamship Company.” The words of the statute, or their obvious equivalents, should be used in the articles, to have the effect to determine the place where the corporation is to be assessed on its property by force of the articles themselves against the real facts. There is nothing in this case to break the force of the overwhelming evidence that the principal office and place of business of this corporation
By the Court.— The judgment of the circuit court is reversed, and the cause remanded for a new trial therein.