Detroit International Bridge Co v. Corporation Tax Appeal Board of Michigan

• Decision Date: 05 December 1932
• Docket Number: No. 51,51
• Citation: 287 U.S. 295,77 L.Ed. 314,53 S.Ct. 137
• Parties: DETROIT INTERNATIONAL BRIDGE CO. v. CORPORATION TAX APPEAL BOARD OF MICHIGAN
• Court: U.S. Supreme Court

287 U.S. 295

53 S.Ct. 137

77 L.Ed. 314

DETROIT INTERNATIONAL BRIDGE CO.

v CORPORATION TAX APPEAL BOARD OF MICHIGAN.

No. 51.

Argued Nov. 11, 1932.

Decided Dec. 5, 1932.

Appeal from the Supreme Court of the State of Michigan.

Messrs. Victor W. Klein, of Detroit, Mich., Alfred A. Cook, of New York City, and Thomas G. Long, of Detroit, Mich., for appellant.

Alice E. Alexander and Mr. Paul W. Voorhies, both of Lansing, Mich., for appellee.

Mr. Justice BUTLER delivered the opinion of the Court.

Appellant is a Michigan corporation engaged in operating the international bridge spanning the river between Detroit and Sandwich, Ontario. Acting under Act No. 85 of 1921, as amended by Act No. 175 of 1929, the secretary of state calculated, and appellee confirmed his determinations, that appellant was liable for a license fee tax of $3,000 for 1929 and $2,935.95 for 1930. Appellant obtained a review in the state Supreme Court, and there maintained, as it still insists, that by its articles of association its powers are limited to constructing, owning, maintaining, and operating the bridge for the use of traffic and to taking tolls therefor, that in 1930 it was engaged exclusively in foreign commerce, and that the statute, construed to impose a fee for the privilege of doing that business, violates the commerce clause. The bridge was under construction during a part of 1929, and no question is here presented as to the fee for that year. The court overruled appellant's contention, and, except as to an item not now material, entered judgment affirming the determination of the fees. 257 Mich. 52, 240 N.W. 68.

The sole question is whether as construed the state law violates the commerce clause (Const. U.S. art. 1, § 8, cl. 3).

The statute, section 4, as amended, declares that every corporation, excepting certain companies that need not be named, organized under the laws of the state 'shall * * * for the privilege of exercising its franchise and of transacting its business within this state, pay to the secretary of state an annual fee of two and one-half mills upon each dollar of its paid-up capital and surplus, but such privilege fee shall in no case be less than ten dollars nor more than fifty thousand dollars. It is the intent of this section to impose the tax herein provided for upon every corporation, foreign or domestic, having the privilege of exercising corporate franchises within this state, irrespective of whether any such corporation chooses to actually exercise such privilege during any taxable period.'

In Re Detroit Properties Corp. (1931) 254 Mich. 523, at page 525, 236 N.W. 850, 851, the state Supreme Court held: 'The privilege fee is an excise tax, not upon the right to be a corporation, but upon the activities of the corporation in the exercise of its corporate franchise, or, as it is sometimes expressed, upon the franchise 'to do,' not upon the franchise 'to be.' * * * Actual transaction of business by a domestic corporation is not a condition of the tax. It is imposed on the right to transact.' And this court follows that construction....