People ex rel. Chicago Junction Railways v. Roberts — 70 N.Y. St. Rep. 640

Majority

p. 640

The People ex rel. The Chicago Junction Railways and Union Stock Yards Company, App’lt, v. James A. Roberts, as Comptroller, etc., Resp’t.

(Supreme Court, General Term, Third Department,

Filed December 3, 1895.)

Headnote

1. Taxes—Foeeign cobfobatiob.

Where the business of a foreign corporation, viz., the receiving of dividends upon the stock owned by it, and the declaring, from the money so received, of dividends upon its own stock and transmitting the same to its stockholders, is done in the city of New York, and it is entirely independent of, though organized, for the purpose of purchasing a large part of the stock of another foreign corporation, such corporation is taxable as a foreign corporation doing business in this state.

2. Same.

Where a foreign corporation is taxable as doing business in this state, the decision of the comptroller as to the amount upon which it will be taxed, will not be disturbed, unless clearly shown to be erroneous.

Certiorari to review the action of the comptroller in taxing relator’s capital stock.

Seward, Guthrie, Morawetz & Steele {William D. Guthrie and JEdward JD. O'Brien, of counsel), for relator; T. JE. Hancock, Atty. (Jen. (G. D. B. Hasbrouck, Dep. Atty. (Jen., of counsel), for resp’t.

This is a certiorari to review a decision of the comptroller in taxing the relator’s capital stock. The relator is a foreign corporation, incorporated under the laws of the state of New Jersey. It is described by its treasurer as “ a proprietary company.” Its entire capital is invested in the stock of another corporation, the “ Union Stock Yards & Transit Company, of Chicago, 111.” It was formed for the purpose of purchasing the stock of the Union Stock Yards & Transit Company, and has purchased and now owns the greater portion of the stock of such company, in which there are about a dozen other stockholders. The stock of the Union Stock Yards & Transit Company, owned by the relator, is deposited with the Central Trust Company of New York, and forms the basis or security for a series of bonds issued by the relator, amounting to $10,000,000. The relator, in addition to its bonds, has also issued stock. The relator is a separate and distinct corporation from the Union Stock Yards & Transit Company. The latter continues to carry on business the same as before the relator’s corporation was formed. Apparently, the only business done by the relator is to receive the dividends upon the stock owned by it in the Union Stock Yards & Transit Company, pays its office expenses, and divide the dividends so received in dividends among its own stockholders. The only other business it seems ever to have transacted was the purchase of the stock of the Union Stock Yards & Transit Company. It has • an office in Jersey city, and one in New York. Its dividends are received in New York city, the directors meet in New York city and declare dividends upon the relator’s stock, and the checks for the payment of such dividends are made out in New York city and transmitted therefrom. It

p. 641

will thus be seen that all the business of the relator,— that is, the receiving of dividends upon the stock owned by it, and the declaring, from the money so received, of dividends upon its own stock and transmitting the same to its stockholders — is done in the city of New York. The business carried on in Chicago by the Union Stock Yards & Transit Company, by which this money is earned, is a separate and distinct business from that done by the relator, and is done by a separate and distinct corporation, and must not be confused with that done by the relator, which is carrying on a separate and distinct business from it. The relator is therefore taxable as a foreign corporation doing business in this .state, and, being so taxable, the decision of the comptroller as to the amount upon which it shall be taxed, we have heretofore held, will not be disturbed, unless clearly shown to be erroneous. The amount is not seriously questioned by the relator.

The writ of certiorari should be squashed, and the decision of the comptroller affirmed, with $50 costs and disbursements.

All concur. .