86 Md. 615 | Md. | 1898
delivered the opinion of the Court.
The Salisbury Permanent Building and Loan Association filed a bill in equity against the County Commissioners of Wicomico County, and John W. Farlow, Collector of Taxes. The object of the suit was to obtain an injunction forbidding the Collector to collect certain taxes according to the assess
The corporation was duly formed and organized under the general laws of Maryland as a Building and Loan Association in the year eighteen hundred and eighty-seven. It is located in the town of Salisbury. The Legislature by the Act of 1892, chapter 171, amended its charter, and greatly enlarged its powers and corporate capacities. It was enacted by the fifth section among other things that its capital stock and accumulated funds should be invested in fee-simple real estate, and leaseholds, mortgages, bonds, &c., &c., or in such other property as the corporation might deem profitable; other additional powers will be noticed hereafter. It is alleged in the bill of complaint, and not denied in the answer, that almost the entire amount of capital stock which has been subscribed has been invested in mortgages on real estate and leasehold property. It is contended, that in assessing the taxable property of the corporation the amounts invested in these mortgages should be exempted. The State Board of Appeals valued the shares of stock of the corporation and deducted from the aggregate sum so ascertained the value of its real estate, and also investments in mortgages to the amount of forty-one thousand three hundred and nine dollars and sixty-eight cents. The assessment was made for the taxes due in eighteen hundred and ninety-five, and is, of course, not affected by the tax law passed at the last session of the Legislature. The duties of the State Tax Commissioner are prescribed in Article 81 of the Code, sec. 132, and the sections immediately following. By section 132 he is required to assess for State purposes the shares of capital stock in all banks whose shares of capital stock are liable to assessment and taxation by the laws of the State. By section 141 he is required to deduct from the aggregate value of all the shares of capital stock of a corporation the assessed value
The mortgages in which the fifth section of the Act authorized the appellant to invest its capital stock and accumulated funds were of an entirely different nature from those in which the appellant was authorized to make investments by the ninety-ninth section of Article 23, and which are there declared to be exempt from taxation. The difference between these two descriptions of securities is well known to the profession. It is clearly stated in Robertson's case in 10 Maryland, 397, and has been considered in many subsequent cases. The appellant acquired a new character by the amendment of its charter. It takes its new powers as if it were another and different corporation. Its new character was conferred by a special Act of Assembly; and it must enjoy and exercise the powers thus acquired under the limitations which belong to corporations created in this way. It acquired rights, immunities and exemptions by its incorporation under the general law. These are in no wise impaired or diminished. But they cannot by any known mode of construction be extended to embrace transactions of a dissimilar character which are not authorized by the law from which it derives its origin. In so far as this appellant derived its corporate powers and capacities under the amendment, it must be regarded as a corporation formed under a special Act of Assembly; and in respect to transactions authorized only by special Act, it is not entitled to be regarded as if formed under the general law. It was organized under the general law. It afterwards accepted the amendment, and reorganized under the charter thus changed. It certainly cannot be said that the body corporate thus created was formed under the general law. Its capacities are conferred partly by the general law, and partly by a special Act of Assembly; and therefore it may more correctly be said to be formed partly under one law, and partly under the other. Its powers, privileges and exemptions must depend on the particular law which conferred them,
The result of what we have said is, that inasmuch as the investments in mortgages of the description mentioned in sections ninety-eight and ninety-nine are not taxable, the amount represented by them in the stock of the corporation must be deducted from the assessed value of the stock ; but that mortgages not of this character ought not to be deducted. It would be more satisfactory if the board in its assessment and valuation had stated more specifically the nature of the mortgages which it has deducted from the assessed value of the stock. It does not appear, however, that it'has failed to deduct any of the mortgages which we have said are exempt; nor does the bill of complaint allege that it made any such omission. We cannot assume in the absence of allegation and proof that it has committed an error in this particular. The law confides to the State Board of Appeals the duty of ascertaining the taxable value of the stock in question. It cannot make this computation without determining the value of the exempt mortgages. The statute makes the decision of the board final on the question of valuation. We could not, therefore, revise its judgment in this particular, even if there were proof that a mistake had been made. But, it is in our power to give relief in any case where the board should erroneously assess for taxation property which is exempt by law ; because the statute has not made their decision final on this question.
It will be seen that the assessment and valuation must stand. The decree below is affirmed with costs.
Decree affirmed with costs.