People ex rel. General Electric Co. v. Barker

Headnote

Taxation—Corporations—Where Assessable.

Under 1 Rev. St. p. 389, § 6, providing that all the personal estate of a coiporation liable to taxation on its capital shall be assessed in the town where its principal office or place for transacting its financial concerns-shall be, where a corporation has its principal place of business at S., and its general executive and financial business, which had been carried on at N., had been removed out of the state, leaving only a selling agency at N.,. its capital was taxable at S., and not at N. .

Appeal from special term, New York county.

Certiorari by the General Electric Company to review the determination of Edward P. Barker and others, as commissioners of taxes and assessments in the city and county of New York, in assessing relator’s property for taxation for the year 1894. From an order vacating the assessment, defendants appeal.

Affirmed.

The opinion of Mr. Justice BUSSELL at special term is as follows:

The commissioners assessed the relator for the year 1894 for the sum of $9,776,934. A warrant is out for the collection of the taxes on this assessment to the amount of about $163,000. The relator procured a certiorari to review the assessment. A return was made, some evidence taken upon hearing at special term, and the inquiry presents these two questions for solution: First. Had the tax commissioners the right to embrace the relator within their jurisdiction and assess the value of its capital? Second. If they had this right, was their assessment plainly and clearly excessive? In the view taken by this court, the solution of The first question renders inquiry into the-second unnecessary.

The relator was created by special act of the legislature of this state, and organized in April, 1892. The by-laws provide that the principal place of

business shall be in the city of Schenectady, in the county of Schenectady and state of New York, but there should be an office or place of business in the city of New York, and in such places in the state of New York as the board of directors might determine. The tax commissioners for New York City assessed the stock of the company in the assessment upon which the taxes for 1893 were to be collected, the relator protesting against liability to taxation and the amount assessed, but finally remaining quiescent under an assessment in New York City of the same amount as the assessment to review which this certiorari was taken. The commissioners, in making the assessment for 1894, had the undoubted right to consider the inquiries made by them in making the assessment for 1893, although it ^as their duty to still more further inquire, in view of the greatly changed conditions of the financial world from the spring of 1893 to the spring of 1894, and in view, also, of a possibility of a changed situation of the financial place of business or the place of operations of the company. For the year 1894, upon the assessment made between the first ¡Monday of September, 1893, and the second Monday of January, 1894, the tax commissioners assessed the personal property of the relator in the sum of $50,000,000. The relator appeared and contested the legality of such assessment upon the grounds referred to, viz. want of jurisdiction to assess at all in New York county, and, secondly, excessive valuation, and furnished some proof which is substantially uncontradicted. except it may be by the knowledge or information acquired by the tax commissioners in the proceedings for the assessment of 1893, and this possible contradiction applies to the issue of excessive valuation mainly. By the affidavit of Vice President Ord, of the Electric Company, it appears that the principal place of business at Schenectady, as provided by the by-laws, has never been officially changed by action of the directors, except that, prior to the 1st of October, 1893, the general, executive, and' financial business theretofore being done at New York City was transferred to Boston, the accounting department being transferred in June, 1892, and the treasurer’s and secretary’s departments a few months later, and that all the securities, including the stocks and bonds of the company, were, before the first part of November, 1893, taken to the city of Boston and there put in the custody of The vice president, Ord. The meeting of the board of directors was held in Boston, and none of the principal officers of the company, after October 1st, were resident in the state of New York. The manufacturing business of the company was carried on in Schenectady, and the branch office, formerly in New York, was removed to Schenectady, leaving in the city of New York only a selling agent doing business under the designation of the “Eastern District.” The stockholders’ meetings have always been held in Schenectady.

Upon these facts the question of law arises as to which of the two counties of the state of New York the right of the assessment of the personal property of the company should be given. The state of New York does not seek to impose a double taxation upon the same property, nor does it deprive one county of the state of the means to be afforded by taxation of the assessable property within that county because another and more important financial center may have, at an earlier date in the year, made an assessment upon the persona] property rightfully assessable in the former county. The general provisions of the Revised Statutes conform to this theory: “All of the personal estate of any incorporated company liable to taxation on its capital shall be assessed in the town or ward where the principal office or place for transacting the financial concerns of the company shall be, or if such company have no principal office or place for transacting its financial concerns, then in the town or ward where the operations of such company shall be carried on.” 1 Rev. St. p. 389, § G. Assuming that the general financial operations of the company may be now carried on in the city of Boston, still the principal office or place of business, and the place where the principal financial transactions of the company are carried on, is in the county of Schenectady; and this view is further confirmed by the general corporation act (Laws 1892, c. G87, § 3), which provides: “The term, ‘office of a corporation,’ means its principal office within the state, or principal place of business within the state, if it has no principal office therein. The ofiice of a stock corporation shall be in the county, town, or state in which its business

is principally carried on.” It seems clear to me that the taxing authorities of the county of Schenectady have the right to assess the value of the personal property of the relator, and that those of the county of New York have not.

The assessment, therefore, made by the commissioners of New York county should be vacated.