545 So. 2d 792 | Ala. Civ. App. | 1989
This is a statutory construction case.
The circuit court construed Ala. Code (1975), §
The part of the statute in question concerns the definition of "capital" for franchise tax purposes. That provision is as follows:
"(4) The amount of the bonds, notes, debentures or other evidences of indebtedness maturing and payable at the time to (i) any individual stockholder owning directly or indirectly 10 percent or more of the capital stock of such foreign corporation or (ii) another corporation owning more than 50 percent of the capital stock of such corporation, or (iii) another corporation more than 50 percent of the capital stock of which is owned by such foreign corporation, and *793 which other corporation referred to in (ii) or (iii) is not also required to pay a franchise tax to the state of Alabama."
Section
The facts in pertinent part reveal that Norandal is a corporation organized under the laws of the State of Delaware. One hundred percent of the authorized and outstanding capital stock of Norandal is owned by Noranda Aluminum, Inc. (corporate parent). One hundred percent of the authorized and outstanding stock of the corporate parent is owned by Noranda Finance, Inc. (corporate grandparent). Norandal qualified to do business in the State of Alabama in 1984.
During 1986, the corporate grandparent made open-account advances to Norandal in the amount of $69,588,297. The Department included the value of these open-account advances in its computation of Norandal's "capital" for the purpose of computing Norandal's franchise tax. As noted above, the circuit court upheld this determination, and Norandal now appeals to this court.
On appeal Norandal contends that its corporate grandparent is not "another corporation owning more than 50% of the capital stock" of Norandal and, therefore, that the open-account advances in question should not be included in Norandal's "capital" for franchise tax purposes. We agree.
Where, as here, this court is called upon to construe a statute, the fundamental rule is that the court has a duty to ascertain and effectuate legislative intent expressed in the statute. Ex parte Holladay,
Further, we would note that a long-standing rule of statutory construction is that a court has a duty to construe each word of each section consistently with other sections in parimateria. Director of Department of Industrial Relations v.Winston County Commission,
With these rules of statutory construction in mind, we have examined the above provision with respect to the determination of capital. In doing so, we find the language very clear that the total capital of a foreign corporation shall be deemed an amount equal to the sum of indebtedness to "another corporation owning more than 50 percent of the capital stock of such corporation." However, what is not clear is whether the legislature intended to include within this definition all corporate ownership, both direct and indirect.
The legal maxim expressio unius est exclusio alterius
(expression of one thing is the exclusion of another) is frequently applied to aid courts in interpreting statutory language. Ex parte Kirkpatrick,
Therefore, the trial court erred in its construction of §
This case is due to be reversed and remanded to the trial court for entry of a *794 judgment or proceedings consistent with this opinion.
REVERSED AND REMANDED.
INGRAM, P.J., and ROBERTSON, J., concur.