People ex rel. Edison Electric Light Co. v. Barker

Majority

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PEOPLE ex rel. EDISON ELECTRIC LIGHT CO. v. BARKER et al. PEOPLE ex rel. EDISON GENERAL ELECTRIC CO. v. SAME.

(Supreme Court, General Term, First Department.

December 18, 1895.)

Headnote

Taxation—Corporations—Changing Place op Business.

A corporation organized under Laws 1848, c. 40, as amended by Laws 1892, c. 691, § 2, providing that a certificate of incorporation shall state the location of the company’s principal business office, cannot by providing in its certificate of "incorporation that its principal business office shall be at N., or at such other place as its stockholders may determine, change its place of business so as to absolve itself from taxation at N. on its personal property.

Appeal from special term, New York county.

Certiorari by the Edison Electric Light Company against ■ Edward P. Barker and others, as commissioners of taxes and assessments of the city and county of New York, and by the Edison General Electric Company against the same defendants, to review the assessment of relators’ personal property for the year 1894. From an order in each case vacating the assessment, defendants appeal.

Modified.

Argued before VAN BRUNT, P. J., and O’BRIEN and FOLLETT, JJ.

James M. Ward, for appellants.

William B. Putney, for respondents.

As the questions involved in both the above entitled proceedings are the same, except as to amounts, they may be considered together. It is conceded that, in the case of the Edison General Electric Company, the assessment should be reduced to the valuation shown by the statement presented to the tax commissioners, viz. $240,275; and that, in the case of the Edison Electric Light Company, the assessment must be reduced to the valuation shown by a similar statement, to $7,820. This leaves the only question in these proceedings one of residence.

The relators claimed below that on the second Monday of January, 1894, they were and still are nonresidents of the city of New York, and, therefore, that the tax commissioners have no juris

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diction over them, and that the assessment was illegal and void. In disposing of this contention favorably to the relators, the learned judge at special term held that this principle was controlled by his opinion in the Case of General Electric Co. (which, as affirmed, is herewith handed down) 36 N. Y. Supp. 842 . We think, however, there is a distinction between the General Electric Case and that of these relators, growing out of the difference connected with their incorporation. The General Electric Company was incorporated by a special act of the legislature, and was empowered by such act to fix its residence by its by-laws, which was done, its principal place of business being thereby placed in the city and county of Schenectady, where the business of the company, on the second Monday of January, 1894, was, and continuously ever since has been, principally carried on. These relators here, however, are manufacturing corporations, created under the general act of 1848 as amended; the last of these amendments being embodied in the corporation law of 1892, the provisions of which, so far as they relate to the incorporation of the relators, are found in chapter 691 of the Laws of that year.

In the original act of 1848^[1] the provision was that the certificate of incorporation should state “the names of the town and county in which the operations of the said company are to be carried on.” By Laws 1892, c. 691, § 2, it is provided that the certificate, among other things, shall contain “the location of its principal business office.” These relators, in accordance with what they regarded as, and what was, the law, fixed their status in their certificate, and, as shown by the return of the tax commissioners, which is not disputed, “the town and county so recited in the said certificate was the city of New York, and no other place whatever, save only'that the said certificate of the relator attempted to qualify the recital as to its principal office contained in said certificate by reciting that the principal office of the company would be in the city of New York or at such other place as the stockholders of the company might determine.” Were it not for the last sentence, which recited that the principal office might not only be in the city of New York, but also at such other place as the stockholders of the company might determine, there would be no room for argument as to the conclusion to be reached by this court, in view of its decision in the case of People ex rel. Knickerbocker Press Co. v. Barker, 87 Hun, 341 , 34 N. Y. Supp. 269 , affirmed 148 N. Y.-, 42 N. E. 725, which is authority for the proposition that, in case a statute under which a corporation is organized requires that its principal place of business or its principal office shall be designated in its certificate of organization, the statement in the certificate in respect thereto is, as against the corporation, conclusive evidence of its residence, unless its residence has been changed pursuant to some statute. It is not claimed that a change was affected by any statute, nor have we been referred to any statute which gives the right to a corporation, in filing its certificate, to qualify the statement which the law requires as to its designating

1 Chapter 40.

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its principal place of business, and we think, therefore, that this must be treated as surplusage, and that the corporations must be held by their certificates to have designated their residence as New York City.

It has been urged that the position of the relators is to be distinguished from the Knickerbocker Press Co. Case, in that the latter corporation filed its certificate and designated its place of business pursuant to an express requirement of the statute, which, with regard to business corporations such as the relators, it is claimed, is wanting. We think, however, that an examination of the-original act of-1848 and the amendments shows a clear intent on the part of the legislature to require in the certificate of incorporation a statement of the “principal office ór place for transacting the financial concerns of the" company.”

As upon this question of residence we think the Knickerbocker Press Co. Case is in principle controlling, the assessments should be modified as to the amounts indicated in this opinion, and, as so modified, the orders should be affirmed, without costs to either party upon this appeal. All concur.-