Ary Zonne v. Minneapolis Syndicate

• Court: U.S. Supreme Court
• Writing for the Court: Day
• Citation: Ary Zonne v. Minneapolis Syndicate, 220 U.S. 187, 31 S.Ct. 361, 55 L.Ed. 428 (1911)
• Decision Date: 13 March 1911
• Docket Number: No. 627,627
• Parties: ARY E. ZONNE, Appt., v. MINNEAPOLIS SYNDICATE, John De Laittre, Treasurer, and J. Frank Conklin, Assistant Treasurer

220 U.S. 187

31 S.Ct. 361

55 L.Ed. 428

ARY E. ZONNE, Appt.,

v MINNEAPOLIS SYNDICATE, John De Laittre, Treasurer, and J. Frank Conklin, Assistant Treasurer.

No. 627.

Submitted January 19, 1911.

Decided March 13, 1911.

Messrs. John R. Van Derlip and Burt F. Lum for appellant.

[Argument of Counsel from page 188 intentionally omitted] Solicitor General Lehmann for the United States.

Mr. Justice Day delivered the opinion of the court:

This case involves the validity of the corporation tax act just passed upon in No. 407, Flint v. Stone Tracy Co. [220 U. S. 107, 55 L. ed. ——, 31 Sup. Ct. Rep. 342.]

The case presents a peculiarity of corporate organization and purpose not involved in the cases just decided. The Minneapolis Syndicate, as the allegations of the bill admitted by the demurrer, show, was originally organized for and engaged in the business of letting stores and offices in a building owned by it, and collecting and receiving rents therefor. On the 27th of December, 1906, the corporation demised and let all of the tracts, lots, and parcels of land belonging to it, being the westerly half of block 87 in the city of Minneapolis, to Richard M. Bradley, Arthur Lyman, and Russell Tyson, as tustees, for the term of 130 years from kjanuary 1, 1907, at an annual rental of $61,000, to be paid by said lesses to said corporation. At that time the corporation caused its articles of incorporation, which had theretofore been those of a corporation organized for profit, to be so amended as to read:

'The sole purpose of the corporation shall be to hold the title to the westerly one half of block 87 of the town of Minneapolis, now vested in the corporation, subject to a lease thereof for a term of 130 years from January 1, 1907, and, for the convenience of its stockholders, to receive, and to distribute among them, from time to time, the rentals that accrue under said lease, and the proceeds of any disposition of said land.'

As we have construed the corporation tax law (Flint v. Stone Tracy Co. supra), it provides for an excise upon the carrying on or doing of business in a corporate capacity. We have held in the preceding cases that corporations organized for profit under the laws of the state, authorized to manage and rent real estate, and being so engaged, are doing business within the meaning of the law, and are therefore liable to the tax imposed.

The corporation involved in the present case, as originally organized and owning and renting an office...