Ashley v. Ryan

• Citation: 38 L.Ed. 773,153 U.S. 436,14 S.Ct. 865
• Decision Date: 14 May 1894
• Docket Number: No. 888,888
• Parties: ASHLEY et al. v. RYAN, Secretary of State of Ohio
• Court: United States Supreme Court

153 U.S. 436

14 S.Ct. 865

38 L.Ed. 773

ASHLEY et al.

v RYAN, Secretary of State of Ohio.

No. 888.

May 14, 1894.

This was an action by Ossian D. Ashley, Thomas H. Hubbard, James F. Joy, and Edgar T. Welles against Daniel J. Ryan, secretary of state of the state of Ohio, brought in a court of that state, to recover an alleged excess of fees paid to defendant. Judgment was rendered for defendant, and was affirmed by the supreme court of the state. 31 N. E. 721. Plaintiffs brought error.

The Wabash, St. Louis & Pacific Railroad Company, which owned and operated lines running through the states of Ohio, Indiana, Illinois, Missouri, and Michigan, having defaulted in the payment of interest on its bonds, foreclosure proceedings were commenced in the federal courts for the sale of its property. Subsequently, a committee was intrusted with the duty of buying in the property. After purchase by the committee, the property in the several states was transferred to companies incorporated in those states. The following were the companies thus organized, and to whom the necessary transfers were, respectively, made:

In Ohio: The Toledo & Western; capital stock, $700,000.

In Michigan: The Detroit & State Line Wabash; capital stock, $300,000.

In Indiana: The Wabash Eastern, of Indiana; capital stock, $9,000,000.

In Illinois: The Wabash Eastern, of Illinois; capital stock, $12,000,000.

In Missouri: The Wabash Western; capital stock, $30,000,000.

Thereafter, these several companies were consolidated into one. Section 148a of the Revised Statutes of Ohio contains, among other provisions, the following:

'The secretary of state shall hereafter charge and collect the following fees for official services:

'(1) For filing the articles of incorporation of any corporation whose capital stock is ten thousand dollars or under, ten dollars; of a corporation whose capital stock is over ten thousand dollars, one-tenth of one per cent. upon the authorized capital stock of such corporation.

'(2) For filing a certificate of increase of the capital stock of any corporation having a capital stock where the amount of the increase is ten thousand dollars or under, ten dollars; where the amount of increase is over ten thousand dollars, one-tenth of one per cent. upon the proposed amount of increased capital.

'(3) For filing articles of agreements of consolidation of corporations having a capital stock, the following fees shall be collected by the secretary of state: Said articles of agreements of consolidation shall be treated as the articles of incorporation of the new consolidated corporations created by such articles or agreements of consolidation, and the fees for filing such articles or agreements of consolidation shall be the same in each case as is hereinbefore set forth for the filing of articles of incorporation of a corporation having the same amount of capital stock, as is provided for by the articles or agreements of consolidation for the new consolidated corporation, created by any such articles or agreement of consolidation; and in fixing the amount of such fees, no credit shall be allowed for fees previously paid by any of the constituent corporations, parties to such consolidation; but the same shall be determined solely by the amount of capital stock of the new corporation created by such articles or agreements of consolidation.'

By another provision of the Revised Statutes of Ohio, the fees to be collected under the foregoing law were required to be paid by the secretary of state into the treasury.

The plaintiffs in error presented their articles of consolidation, for filing, to the secretary of state, and tendered $700; that being one-tenth of one per cent. on the capital stock of the Toledo & Western Railroad, the only Ohio corporation which had entered into the consolidation. The secretary refused to file the proffered articles for that amount, and demanded $52,000, or one-tenth of one per cent. of the par value of the entire stock of the consolidated corporation. This amount was paid under protest, and suit was at once brought to recover all the excess paid over and above the $700 originally tendered, upon the ground that such excess had been collected without warrant of law; that it constituted a tax for the general purposes of revenue, and therefore its exaction was contrary to the constitution and laws of the state of Ohio; and, moreover, that its enforcement would violate the constitution of the United States, because it would be an attempt on the part of the state of Ohio to lay a burden on interstate commerce, or the instruments of such commerce, and to give an extraterritorial force to its taxing power.

Pending the controversy an injunction issued, restraining the secretary of state from covering into the state treasury the sum which had been paid him under protest. The cause was ultimately taken to the supreme court of the state of Ohio, and by that court the judgment which maintained the validity of the charge was affirmed. The plaintiffs in error thereupon brought the cause here for review.

Henry Crawford, for plaintiffs in error.

[Argument of Counsel from pages 438-440 intentionally omitted] J. K. Richards, Atty. Gen., for defendant in error.

Mr. Justice WHITE, after stating the case, delivered the opinion of the court.

With the question whether the sum paid was authorized by the Ohio statutes, or constituted a fee, a license, or a tax, under the Ohio laws and constitution, we are not concerned. The writ of error brings before us only the federal question. Watson v. Mercer, 8 Pet. 88; Barbier v. Connolly, 113 U. S. 27, 5 Sup. Ct. 357. Nor does the determination of the federal question render it necessary to define the nature of the charge imposed; for, whether this charge be viewed as a tax, a license, or a fee, if its exaction violated the interstate commerce clause of the constitution of the United States, or involved the assertion of the right of a state to exercise its powers of taxation beyond its geographical limits, it was void, whatever might be the technical character affixed to the exaction.

The purpose of the tender of the articles of consolidation to the secretary of state was to secure to the consolidated company certain powers, immunities, and privileges which appertain to a corporation under the laws of Ohio. The rights thus sought could only be acquired by the grant of the state of Ohio, and depended for their existence upon the provisions of its laws. Without that state's consent, they could not have been procured. Rev. St. Ohio, §§ 3239, 3382, 3384b, amended by act of April 11, 1890 (87 Ohio Laws, 183). Hence, in seeking to file its articles of incorporation, the company was applying for privileges, immunities, and powers which it could by no means possess, save by the grace and favor of the constitution of the state of Ohio, and the statutory provisions passed in accordance therewith. At the time the articles were presented for filing, the statute law of the state charged the parties with notice that the benefits which it was sought to procure could not be obtained without payment of the sum which the secretary of state exacted. As it was within the discretion of the state to withhold or grant the privilege of exercising corporate existence, it was, as a necessary resultant, also within its power to impose whatever conditions it might deem fit as prerequisite to corporate life. The act of filing, constituting, as it did, a claim of a right to the franchise granted by the state law, carried with it a voluntary assumption of any burden with which the privilege was accompanied, and without which the right of corporate existence could not have been procured. We say 'voluntary' assumption, because, as the claim to the franchise was voluntary, the assumption of the privilege which resulted from it partook necessarily of the nature of the claim for corporate existence. Having thus accepted the act of grace of the state, and taken the advantages which sprang from it, the company cannot be permitted to hold on to the privilege or right granted, and at the same time repudiate the condition by the performance of which it could alone obtain the privilege which it sought.

That the right to be a state corporation depends solely upon the grace of the state, and is not a right inherent in the parties, is settled. Thus, in California v. Gentral Pac. Ry. Co., 127 U. S. 40, 8 Sup. Ct. 1073, speaking through Mr....