Bullfrog Goldfield Railroad v. Jordan

Petitioner, a railroad corporation, organized and existing under the laws of the state of Nevada, made tender to respondent, Secretary of State of the state of Cali-" fornia, and offered for filing in the office of that official a certified copy of its articles of incorporation, and a certified copy of a resolution of its board of directors designating an agent for the state of California upon whom process issued out of

The facts are not in controversy. The single question presented is the legal one, whether or not under those facts petitioner should be called upon to pay this additional license tax. The petitioner owns and operates a steam railroad which begins and ends entirely within the state of Nevada. In the city of Los Angeles, state of California, it maintains the general offices of its company. At these offices directors’ meetings are held, the books, records, and accounts of the business of the corporation are kept, all of its general clerical work is performed, all vouchers and checks in payment of its bills, wages, and salaries are prepared and issued. All moneys earned in the operation of its railroad are there received and deposited in the banks of Los Angeles, and all disbursements are made by checks and drafts issued from these general offices in that city. In that city also is the purchasing department of the company, where its fuel oil and other supplies and material necessary for use in the operation of its railroad are purchased and transported from California into Nevada. The conduct and policy of the road is controlled from these California offices, though the physical operation of the road itself is of necessity intrusted to superintendents and their subordinates located in the state of Nevada.

Section 1 of the act of 1915 above referred to requires a filing by this corporation with the Secretary of State of a copy of its articles of incorporation, and exacts a fee for this filing. These were the papers and this the fee which petitioner tendered. Section 3 of the same act further provides that no corporation, domestic or foreign, “shall do or attempt to do any intrastate business within this state . . . without a state license therefor.” Section 4 requires every corporation “now doing intrastate business within this state, or which shall hereafter engage in intrastate business in this state, to procure annually from the Secretary of State a license authorizing the transaction of such business in this state, and to pay therefor the license tax prescribed.herein.” This is the tax which petitioner has refused to pay, and this is the tax

The one legal question presented is whether under these admitted facts the corporation petitioner ivas “doing intrastate business” within the meaning of our statute. We are fully satisfied that it was. The facts here admitted differentiate this case entirely from cases like General Conference of Free Baptists v. Berkey, 156 Cal. 466 , [ 105 Pac. 411 ], where a single act by a religious incorporation in selling its land was held to be the mere exercise of power and not the transaction of business as contemplated by our law; and Caesar v. Capell, 83 Fed. 403 , where it was held that a foreign corporation which had not complied with the statutes of Tennessee by filing its charter could not successfully be charged with doing business in Tennessee in making a single loan of money to a citizen of that state. And equally do these facts differentiate this case from those like Bertin & Lepori v. Mattison, 69 Or. 470 , [ 139 Pac. 330 ], where the mere taking of orders through a traveling salesman within the state, subject to the acceptance by the corporation at its home office, was held not to be the transaction of business within the meaning of the Oregon statute; and Fuller v. Allen, 46 Okl. 417 , [ 148 Pac. 1008 ], where but a single act of business had been done and it was declared that the phrase “doing business” as employed in the statute contemplated the “doing a series of acts to secure a livelihood, profit, or pleasure”; and Cockburn v. Kinsley, 25 Colo. App. 89 , [ 135 Pac. 1112 ], where a foreign corporation operated a mine in Mexico and borrowed money in Colorado to pay its landlord in Mexico, and all else that was done by the corporation in Colorado was the issuance of some stock to a nonresident and the causing to be printed by the treasurer of letter-heads designating the main office of the corporation at a place in the state. More nearly akin to the facts in the present case, are the Illinois cases, Bradbury v. Waukegan & Washington Min. & S. Co., 113 Ill. App. 600 , and Mandel v. Swan, Land & Cattle Co., 154 Ill. 177 , [ 45 Am. St. Rep. 124 , 27 L. R. A. 313 , 40 N. E. 462 ]. In the first of these cases the court seems to construe its statute touching ‘ ‘ doing business ’ ’ as meaning the doing directly of the primary business for which the corporation was organized. Thus, if it be a manufacturing corporation, the manufacturing must be done within the state; if a mining corporation, the mining must be done

It is manifest that the Secretary of State was justified in his refusal to accept the proffered papers without payment of the license tax, and the writ is therefore discharged.

Shaw, J., Lorigan, J., Sloss, J., Melvin, J., Lawlor, J., and Angellotti, C. J., concurred.