113 N.J. Eq. 468 | N.J. Ct. of Ch. | 1933
The matter sub judice is an appeal filed in behalf of the State of Delaware, pursuant to the provisions of section 78 of the General Corporation act of New Jersey (Revision of *469
1896), from disallowance by the receivers of the defendant insolvent corporation, of franchise tax claims. The defendant, American Salpa Corporation, is a Delaware corporation. All of its assets were at all times located in Spotswood, New Jersey, where it had a manufacturing plant erected upon a large tract of land. The plant consisted of about twenty-one buildings, equipped with machines and other furnishings adapted to the manufacture of "salpa," a leather product. The plant contained also miscellaneous furniture and fixtures. The corporation merely maintained a statutory agent in Delaware. On May 4th, 1931, the defendant was declared insolvent by this court, and statutory receivers were appointed therefor. The defendant was not operating its business plant at the time of the appointment of the receivers. The receivers did not at any time conduct the business of the defendant. The State of Delaware filed a claim with the receivers for a franchise tax for the year 1930, due April 1st, 1931 ($1,010.42), and therefore prior to the decree of insolvency and appointment of receivers herein, and for the year 1931, due April 1st, 1932 ($1,050), and therefore subsequent to the decree of insolvency and appointment of receivers herein; and for a $25 penalty for failing to file a report for the year 1932. Said claims, aggregating $2,085.42, which were filed aspreferred claims, were disallowed by the receivers on October 28th, 1932. The receivers not only disallowed said claims as preferred claims, but also as general claims. The claimant, on October 31st, 1932, appealed from such determination of the receivers, and said appeal is now submitted to the court upon a stipulation of facts filed herein. The defendant has never been dissolved, nor has its corporate franchise been forfeited or revoked by the State of Delaware. In behalf of the claimant it is urged that the determination of the receivers in disallowing its aforesaid claims is erroneous, that such determination should be reversed, and that its claims should be allowed as preferred claims. I am in accord with the claimants in such respect. InState v. Surety Company of America (Court of Chancery ofDelaware, July 25th, 1932),
I will advise an order that the disallowance by the receivers herein of the franchise tax claims presented to them in behalf of the State of Delaware was erroneous, reversing the determination of the receivers in such respect, and directing said receivers to allow said claims as preferred claims. *473