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

• Decision Date: 14 January 1935
• Docket Number: No. 272,272
• Citation: 294 U.S. 83,79 L.Ed. 777,55 S.Ct. 332
• Parties: DETROIT INTERNATIONAL BRIDGE CO. v. CORPORATION TAX APPEAL BOARD OF STATE OF MICHIGAN
• Court: U.S. Supreme Court

294 U.S. 83

55 S.Ct. 332

79 L.Ed. 777

DETROIT INTERNATIONAL BRIDGE CO.

v CORPORATION TAX APPEAL BOARD OF STATE OF MICHIGAN.

No. 272.

Argued Dec. 14, 1934.

Decided Jan. 14, 1935.

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

Messrs. Patrick H. O'Brien and Alice E. Alexander, both of Lansing, Mich., for respondent.

Mr. Justice McREYNOLDS delivered the opinion of the Court.

Appellant, incorporated under the laws of Michigan, owns and operates an international highway bridge across the Detroit river. That State demanded that it pay, for 1933, the tax laid by the Act of 1921 as amended (No. 85, §§ 4, 5, Public Acts 1921, as amended by No. 175, Public Acts 1929) which requires that 'every corporation organized or doing business under the laws of this state * * * shall * * * for the privilege of exercising its franchise and of transacting its business within this state, pay * * * an annual fee * * * upon each dollar of its paid-up capital and surplus * * *'; but no property or capital located without the state 'and none of the capital or surplus of such corporation represented by property exclusively used in interstate commerce, shall in any case enter into the computation. * * *'

The Supreme Court of the State sustained the tax. A reversal is sought upon two grounds.

That 'the only power it (the corporation) has is to engage exclusively in foreign commerce'; to tax the privilege of doing this would burden such commerce and offend the Federal Constitution.

Also, that if the corporation is subject to the challenged tax, the statute requires the capital represented by the bridge structure to be excluded from the computation since this is used exclusively in foreign commerce.

The imposition has been characterized by the court below as 'a privilege tax imposed as an incident to the right to be a corporation, and exercise corporate functions by means of paid-up capital and surplus.' In re Detroit & Windsor Ferry Co., 232 Mich. 574, 205 N.W. 102, 103; In re Detroit International Bridge Co., 257 Mich. 52, 240 N.W. 68; Michigan v. Michigan Trust Co., 286 U.S. 334, 52 S.Ct. 512, 76 L.Ed. 1136; Anglo-Chilean Nitrate Sales Corp. v. Alabama, 288 U.S. 218, 53 S.Ct. 373, 77 L.Ed. 710. It held the provision of the statute excluding from the computation all property used exclusively in interstate commerce (and foreign commerce) inapplicable, since the company 'is not engaged in foreign commerce and its property is not so used by it.'

In Detroit International Bridge Co. v. Corporation Tax Appeal Board, 287 U.S. 295, 53 S.Ct. 137, 138, 77 L.Ed. 314, we considered appellant's claim to exemption from the demand for 1930, under the same statute. It there appeared that in addition to general power to own and operate the bridge, and do whatever is related to that enterprise, the corporation had authority to carry on other business in Michigan and elsewhere. 'It has failed to establish that it has no power to carry on any business that is not within the protection of the commerce clause.' Consequently we did not consider whether it was engaging in foreign commerce, but affirmed the judgment below upholding the tax.

Subsequent to our decision, and prior to the tax year 1933, the corporate charter was amended. The powers were limited and stated thus:

'To operate the highway bridge, known as the Ambassador Bridge, across the Detroit River from Detroit, Michigan, to Sandwich, Province of Ontario, Canada, and the...