65 N.Y.S. 518 | N.Y. Sup. Ct. | 1900
The relator is a foreign corporation organized and existing under the laws of the State of Massachusetts. Its manufacturing plant and principal office is in the city of Boston. In 1894, in accordance with the provisions of the General Corporations Law (§§ 15, 16,. chap. 687, Laws of 1892), it secured the statutory certificate, designating in its application its principal place of business in this State as Ro. 77 Franklin street, in this city (Rew York). That certificate has never been cancelled or revoked, but remains in full force and effect, and the relator has for a period of six years continued its business at the place specified in the certificata
York on notes and open accounts which were at once transmitted to Boston, were $2,147.36; the value of all the goods in the city and State of blew York was $2,547.17; the value of safes, fixtures and furniture in the city and State of blew York was $150; cash on hand and in bank was $713.83.
The relator also set forth that it had in this city only a salesroom; that the proceeds derived from the sale of goods were, at once remitted to Boston; that no officer resided in this State, the sale business here being attended to by a managing agent. On these facts it was contended that no capital was invested in business in this State, and that the assessment, based on the foregoing items of assets, was, consequently, erroneous.
The commissioners thereupon examined the relator’s managing agent, and concluded that the relator had carried out its indicated intention to conduct business in this State; that it at all times carried at its blew York branch, a stock of goods for sale; that it sold and delivered goods from that branch on credit; that at the expiration of the credit, the proceeds were collected here, and part thereof retained for the incidental expenses of the business in blew York. They, therefore, assessed the relator for capital invested in this State, to the extent disclosed in the statement set out.
I am of the opinion that the assessment comes within section 7, chapter 908, Laws of 1896, which provides: “ bfonresidents of the State doing business in the State, either as principals or as partners, shall be taxed on the capital invested in such business as personal property, at the place where such business is carried on, to the same extent as if they were residents of this State.”
This section has received judicial construction in two recent cases, in which, on facts essentially similar, the Court of Appeals- and the Appellate Division of this Department declared in favor of the tax. People ex rel. Armstrong Co. v. Barker, 157 N. Y. 159; People ex rel. Crane Co. v. Feitner, 49 App. Div. 108. In the Armstrong case, a Pennsylvania corporation, with its home office in Pittsburg, had secured and filed its certificate in this State, indicating its principal place of business as being at 45 Murray street, in this city. bo. other place was named although it appeared that it maintained a manufacturing branch
It will be observed that the main point of difference between the Armstrong case and the case at bar lies in the fact that in the former the relator manufactured goods in this State, selling a part thereof from its designated principal place of business, while in the latter no goods whatsoever were manufactured here. The fact of manufacture, however, is not a controlling element. It becomes important on the question of intent, in the same manner that the procurement of the certificate does. Is the relator carrying on only a transitory business, making its Yew York branch merely a temporary depot for sales and nothing more, or do all the facts taken together stamp the operations carried on within our jurisdiction as permanent? In the Crane ease, supra, which was distinguishable from the Armstrong case solely in the particular which distinguishes that case from the one at bar, the Appellate Division of this Department similarly sustained the tax. The Crane Company was an Illinois corporation, confining its manufactures exclusively to that State. It had also obtained a certificate, in the nature of a license, to do business in Yew York, where it had carried on a steady business for four years. It had large warerooms in this city, a general manager and an office force, employed and discharged here. It kept a bank account, in which were deposited remittances from the home office for the payment of the expenses of the local establishment. Goods were there sold on credit, and an average stock maintained, which was continuously replenished from the Illinois factories. The Appellate Division, construing the Armstrong case and pointing out that the part manufacture in this State was not the controlling feature in
Comparing the facts of the Grane case with those before me, I recognize a difference in but onei particular, but none in the material question — intent.
In the Crane case it appeared that the proceeds were not immediately remitted to the home office. In this case the allegation is: “ The amounts receivable in the State of Yew York on notes and open accounts which were at once transmitted to Boston were $2,141.36.”
This statement is not quite intelligible. It appears the goods were sold and credits given from this city. The fair inference from the relator’s original statement to the commissioners and from the subsequent examination of its manager is, that collection of this sum was made here and that only an amount over and above the necessary incidental expenses of the local branch were remitted to Boston. If the notes and open accounts were immediately transmitted to the home office for collection, then the amounts represented by them were not “ receivable in the State of Yew York.”
In any event, I do not regard the question of the remittance of the proceeds as a controlling factor. As was said in the Grane case, it is merely one of a series of evidential facts. That is, if there were other circumstances negativing the idea of permanency of business, that might be taken into consideration, and in a doubtful or close case be the determining element. Yot so here. Begarding the relator’s entire course of business in this State, the-intent, borne out by conduct, to establish and maintain a permanent business, is, to my mind, unmistakable. Six years ago-the relator invoked the protection of our laws; it applied for and obtained a certificate to transact business in this State. Since that time it has uninterruptedly sold and delivered goods from its principal place of business in this city; it has kept on hand continuously a stock of goods; it has had a regular bank account for the purpose of defraying local expenses; terms of sale, credits and collections have been determined in the Eranklin street office; the entire management and control of the Yew York business, so* far as appears from the papers, is centered in this city. I cannot escape the conclusion that there has been a clear manifestation, and consummation of the purpose permanently to locate here.
The determination of the tax commissioner was correct in law and should be sustained.
Writ dismissed.