People ex rel. Knickerbocker Fire Insurance v. Coleman — 12 N.Y. St. Rep. 315

Majority

p. 315

The People ex rel. The Knickerbocker Fire Insurance Company, App’lt, v. Michael Coleman et al., Commissioners of Taxes, etc., Resp’ts.^[1]

(Court of Appeals,

Filed December 13, 1887.)

Headnote

1. Taxes and assessments—Corporations—How value of stock ascertained FOR PURPOSE OF TAXATION—LAWS 1857, CHAP. 456

Laws 1857, chapter 456, does not prescribe how the actual value of the capital stock of a corporation is to be ascertained for the purpose of assessing the corporation for taxation. That is left to the judgment of the assessors. In appraising the actual value they have a right to resort to all the tests and measures of value which men ordinarily adopt for business purposes in estimating and measuring values of property. They may take into account the business of the corporation, its property, the value of its actual assets, the amount and nature of its present and contingent liabilities, the amount of its dividends and the market value of its shares of stock in the hands of individuals. They may take that test which they think will be most likely to give them the actual value of the stock and they may disregard all the others. They are not bound to seek for all the evidence which bears upon value. The law commits the matter to their judgment, and when they have exercised that, it is subject to no review or correction except as prescribed by law.

8. Same—Power of supreme court to correct—Laws 1880, chap. 269— Power of court of appeals to correct.

The supreme court, under Laws 1880, chapter 269, has power to correct any assessment, if it be found to he illegal, erroneous or unequal, and it can supervise the judgment of the commissioners. The court of appeals has no such power unless an absolute rule of law has been violated by the commissioners.

p. 316

Appeal from a judgment of the supreme court, general' term, first department, affirming a judgment of the special term in favor of the defendant, which judgment confirmed a report of a referee.

Esek Cowen, for app’lt; George S. Coleman, for resp’ts.

The relator claims that its capital stock was illegally and improperly assessed, and it instituted this proceeding for the purpose of correcting the assessment. The law regulating the assessment of the capital stock of such a corporation is found in section 3 of chapter 456 of the Laws of 1857, which is as follows: “The capital stock of every comEany liable to taxation, except such part of it as shall have een excepted in the assessment-roll or as shall have been ex- • empted by law, together with its surplus profits or reserved funds exceeding ten per cent of its capital, after deducting the assessed value of its real estate, and all shares of stock in other corporations actually owned by such company, which are taxable upon their ‘capital stock under the laws of this state, shall be assessed at its actual value and taxed in the same manner as the other personal and real estate of the county.”

This section has been under consideration in this court several times and its true construction and practical application have been found not to be entirely free from difficulty. Oswego Starch Factory v. Dolloway, 21 N. Y., 458 ; People v. Commissioners of Taxes, 95 id. 554 ; People v. Asten, 100 id., 597 .

The law does not prescribe how the actual value of the capital stock of a corporation is to be ascertained. That is left to the judgment of the assessors, and in appraising the actual value they have a right to resort to all the tests and measures of value which men ordinarily adopt for business purposes in estimating and measuring values of property. They may take into account the business of the corporation, its property, the value of its actual assets, the amount and nature of its present and contingent liabilities, the amount of its dividends and the market value of its shares of stock in the hands of individuals. They may resort to any or all of these as to them seems best, and they are not confined to one of them. They may take that test which they think will be' most likely to give them the actual value of the stock and they may disregard all the others/ They are not bound to seek for all the evidence which bears upon value; that would be impracticable. The law commits the matter to their judgment and when they have exercised that, it is subject to no review or correction except as prescribed by law.

One mode of arriving at the. actual value of the capital

p. 317

stock-of a' corporation is to''take what is sometimes called the book valuó, which is reached by estimating all the assets as they appear upon the corporate books and deducting all the liabilities and other matters required to be deducted Tby law, and taking the balance as the measure of value for assessment. This seems to be a proper method for arriving at the value of the capital stock in the case of a corporation which is about to discontinue business, wind up its affairs and distribute its assets among its shareholders. But it cannot always or usually be a fair or correct method of assessment in the case of a growing corporation whose assets are to remain at the risk of its business. In the case of an insurance company, the actual value of its capital stock must usually be less than the book value, and the same must frequently be true of other corporations which are engaged in business attended with many hazards and fluctuations. In the case of a corporation the value of whose capital stock is largely made up of its franchise, good will and business advantages, the book value of its capital stock will be less than the actual value. Hence it would not be. just for assessors always or generally to take the book value of the capital- stock of growing corporations as the measure of value for the purpose of assessment.

So the market, value of the shares of capital stock may sometimes be above and sometimes below the actual value. Such value may be greatly enhanced or depressed for speculative purposes without any change in the actual value. But the market value of any stock which is listed at the stock exchange in New York and largely dealt in from day to day for a series of months will usually furnish the best measure of value for all purposes. The competition of sellers and buyers, most of them careful and vigilant to take account of everything affecting value of stock in which they deal, and each mindful of his own interests, and seeking for some personal gain and advantage will almost universally, if time sufficient is taken, furnish the true measure of the actual value of stock. But there is no law which compels assessors to resort to market value to find the actual value of capital stock. That standard is sometimes illusory and untrustworthy. The buyers or sellers may be too few and transactions not sufficiently numerous to furnish a real test of value.

Here the commissioners of assessments appear to have taken, as the measure of the actual value of this stock the book value, and they disregarded the market value. By doing this they may have done, and probably did do, injustice to the. corporation. That injustice was subject to review in the supreme court under chapter 269 of the Laws of 1880. That court had the power to correct any assess

p. 318

ment, if it found it to be “illegal, erroneous or unequal,’*- and it could supervise the judgment of the commissioners. This court exercises no such power, and even if we should think the commissioners erred in their judgment as to the-actual value of the capital stock by taking one test of value when another would in our opinion have been better, no-absolute rule or law being violated, we would still have nó power to interfere with the assessment. People v. Hicks, 105 N. Y., 198 .

If they had taken a standard of value, which was nob in fact any measure of value, the case would have been different.

It follows from these views that the order appealed from, should be affirmed, with costs.

All concur, except Rapallo, J., absent.