156 Wis. 121 | Wis. | 1914
The following opinion was filed December 9, 1913:
“Cimbel Brothers, Incorporated,” during the times herein mentioned, was a corporation created by the law of Pennsylvania, owning and operating a department store in Philadelphia, and another at Milwaukee, Wisconsin. It owned real estate and personal property in both cities and was licensed as a foreign corporation to do business in Wisconsin. It was the successor of a copartnership of which the deceased Hamburger was a member, and upon incorporation and transfer of the copartnership property to it its shares of stock were issued to the several partners, including 4,500 shares of preferred stock and 4,750 shares of common stock to the deceased Hamburger. On June 23, 1912, the board of review confirmed an assessment against the relators as trustees of the estate of Hamburger on the stock above mentioned for the years 1909, 1910, and 1911 as omitted property. By ch. 588, Laws of 1911, it was clear that there could be no assessment for 1912 and none was made. It was made to appear that said Hamburger was a resident of the city of Milwaukee until his death on September 15, 1910. He died testate, his will was admitted to probate in the county court of Milwaukee county, the executors therein named entered upon the discharge of their duties, paid the inheritance taxes and completed the administration of the estate, and on April 10, 1912, the estate was assigned, final account allowed, and the executors discharged, but the will created certain trusts, and 4,430 shares of the preferred stock and 4,650 shares of the common stock aforesaid belonging in the estate were assigned upon those trusts, and the relators are trustees thereof.
It may not be amiss to glance at the statute law as it existed on this subject at the time the statute now in force was enacted. By sec. 14 of ch. 18, R. S. 1858, it was provided: “The owner or holder of stock in any incorporated company which is taxed on its capital shall not be taxed as an individual for such stock.” While this was in force eh. 130, Laws of 1868, was enacted. This last was a sort of a codification of the law of assessments and a classification of exemptions, following sec. 4 of ch. 18, K. S. 1858, and adding other exemptions, among them sub. 9 as follows: “Stock in any corporation in this state which is required to pay taxes upon its property in the same manner as individuals.” These two statutes might be thought to cover the same case, or else that the elder included the stock of all foreign corporations and
In tbe preface to tbeir notes tbe revisers of 1878 state tbat they attempted to consolidate statutes relating to tbe same ■subjects, “reconciling incongruous provisions and purging them of redundancy and tautology.” Tbis they seem to bave done witb cb. 48, relating to tbe assessment of taxes. Of sec. 1038 of tbat chapter they say it is composed of several acts, but chiefly sec. 2, cb. 130, Laws'of 1868. By tbat revision all of tbe Revised Statutes of 1858 not incorporated therein was repealed, tbe repeal going into effect November 1, 1878. And cb. 130, Laws of 1868, was also repealed. There was no intention to make any radical change in tbe law by tbis revision, and tbe revision of -1878, for tbis reason, indicates an understanding tbat there was a conflict between these provisions and tbat tbe elder was repealed by tbe general repealing clause found in tbe act of 1868. Comparing tbe act of 1868 witb tbe provisions quoted in tbe Revised Statutes of 1858, it will be observed tbat there is an obvious narrowing of tbe class of corporations included and a narrowing of tbe description of tbe taxation which will bring about tbe exemption of tbe shares, but otherwise no change. Tbe words “taxed on its capital” clearly mean not its capital stock but its property. So tbe statutes are alike in tbis respect. “Taxed on its capital” and “required to pay taxes upon its property” are equivalent expressions and each refers to taxes laid by tbis state. But “any corporation in tbis state” is narrower than “any incorporated company,” by tbe
It is argued by appellants’ counsel that a foreign corporation could not be “in the state,” and therefore such corporation is not included. Argumentative statements from some of the opinions of the supreme court of the United States delivered during the period of transcendentalism relative to this subject are quoted to support the conclusion that a foreign corporation could not be in a state other than the state of its creation. Such sayings, while worthy of great deference, are not in themselves law, and are often, when detached from the subject of discussion, quite misleading. For instance, Taney, C. J., says in Bank of Augusta v. Earle, 13 Pet. 519: “It must dwell in the place of its creation and cannot migrate to another sovereignty.” This and like sayings are made the basis of appellants’ argument. Much depends upon what Ohief Justice Taney meant by the words “dwell” and “mi
Speaking of a foreign corporation and its relation to a state other than that of its origin in Herndon v. C., R. I. &
In England it is held that a foreign corporation which sets up an office and carries on one of the principal parts of its business in that country will be considered a resident of England. Haggin v. Comptoir D’Escompte, L. R. 23 Q. B. D. 519, 522. In Illinois the following rule was announced: “While the citizenship of the corporation would depend upon the place of the law of its creation, its residence might, manifestly, upon the principle above stated, be in any state where it was, by comity, permitted to exercise its franchise.” Bank of N. A. v. C., D. & V. R. Co. 82 Ill. 493, 496. For the purpose of applying the statute of limitations a foreign corporation is considered a resident of the state in which it has an office and does business although not the state of its creation. Wall v. C. & N. W. R. Co. 69 Iowa, 498, 29 N.
We do not need to go so far as to find a residence in tbis state in the present case. If the corporation is “in this state” for any purpose, the appellants’ argument, in so far as it is based upon the impossibility of such condition, falls to the ground. A foreign corporation having property and agents and carrying on business in this state is “in the state” within the meaning of a statute classifying corporations for the purpose of exempting from taxation their shares of stock. It is said that statutes exempting property from taxation are to be strictly construed, and this is no doubt correct. Rut, as said by Lieber, the first requisite is honest construction, and that consists in impartially reviewing the writing without any bias for or against any particular meaning and without any preconceived purpose to bring about a particular result. If, viewed in this way and applied to the subject in hand, there is no double or ambiguous aspect of the words employed, there is nothing to do but declare the meaning in the same words employed in the writing or in their ordinary equivalents. Strict construction comes into play only after ambiguity appears. St. John's M. Acad. v. Edwards, 143 Wis. 551, 128 N. W. 113. So here the words “any corporation” mean every corporation, and that expression is limited only by the requirements that it be “in the state” and that its property be taxed in the same manner as that of individuals. This leaves for consideration whether the words “its property” mean all its property within this state or its property wherever situated. The state is legislating with reference to its own affairs and its own system and manner of taxation. It is highly improbable that it was intended that any time any one of the forty-eight states makes a change in the manner of taxing the property of its corporations this should affect exemptions of property in Wisconsin. Our statute relates to
The statute in question including any corporation must include a foreign corporation which is for the purpose of taxation in this'state. Indeed, that is the change made by the act of 1868. The exemption is limited to the shares of domestic corporations and to the shares of foreign corporations in'this state, not foreign corporations generally, and to these two classes only when their property in this state is by the laws of this state taxed in the same manner as 'individuals. The fact that the property of the foreign corporation is taxed outside of. this state is not sufficient to exempt the shares. Ogden v. St. Joseph, 90 Mo. 522, 3 S. W. 25; Bradley v. Bauder, 36 Ohio St. 28; Sturges v. Carter, 114 U. S. 511, 521, 5 Sup. Ct. 1014. The corporation in question carries on a large department store in this state and has upwards of $2,000,000 of its property in the state and is licensed to do business in the state, therefore a corporation in this state-; its property in this state is taxed in the same manner as individual^, hence its shares are not subject to assessment.
By the Gourt. — Judgment affirmed.
A motion for a rehearing was denied, with $25 costs, on February 24, 1914.