Gay v. Inter-County Tel. & Tel. Co., INTER-COUNTY

CourtUnited States State Supreme Court of Florida
Writing for the CourtMATHEWS; SEBRING
Citation60 So.2d 22
PartiesGAY, Comptroller, et al. v.TEL. & TEL. CO.
Decision Date18 July 1952
Docket NumberINTER-COUNTY

Page 22

60 So.2d 22
GAY, Comptroller, et al.
v.
INTER-COUNTY TEL. & TEL. CO.
Supreme Court of Florida, Division B.
July 18, 1952.
Rehearing Denied Aug. 18, 1952.

Page 23

Richard W. Ervin, Atty. Gen., and T. Paine Kelly, Asst. Atty. Gen., for appellants.

Henderson, Franklin, Starnes & Holt, Parker Holt, and Lloyd G. Hendry, Fort Myers, for appellee.

MATHEWS, Justice.

This is a suit in equity to enjoin the enforcement and execution of a tax warrant issued by the Comptroller of the State of Florida for taxes allegedly due under Chapter 201 F.S.A. for documentary excise taxes on account of shares of stock of the appellee, a domestic corporation.

The issues were made by the complaint and answer and the amendments thereto. The parties stipulated as to certain facts and that the questions involved might be submitted to the Court for adjudication upon the record as made by the pleadings, stipulation and exhibits. The Court below found that the documentary excise taxes, covered by the warrant and sought to be collected, was not a legal obligationed of the appellee and perpetually enjoined the Comptroller and the Sheriff from attempting to enforce collection thereof. This appeal is prosecuted from that decree.

Before stating the questions involved we will first briefly state the material facts as disclosed by the record.

In April, 1925, the stockholders of the corporation amended the charter as provided by the laws of Florida and authorized the corporation to issue 5,000 shares of stock without nominal or par value. Thereafter the company issued various certificates of stock aggregating the entire 5,000 shares authorized. Later these certificates were surrendered and cancelled and Certificate No. 21 was issued on March 26, 1928, to Barron G. Collier for the entire 5,000 shares of stock. At that time there was no Documentary Stamp Tax Law in effect in Florida.

On April 24, 1931, the charter was again amended to authorize the issuance of 10,000 shares of stock without nominal or par value. On April 17, 1931, the company issued an additional 5,000 shares of its stock which together with the 5,000 shares outstanding constituted all of the stock the company was authorized to issue. There was no Documentary Stamp Tax Law in effect at the time of the issuance of this new stock. The Documentary Stamp Tax Act became a law July 28, 1931.

From the effective date of the Documentary Stamp Tax Act to August 14, 1941, there were transferred upon the books of the corporation certificates of shares of stock of the aggregate number of 25,100, some of them to a trustee. It is obvious that these transactions did not constitute an original issue of stock but did constitute the transfer of stock certificates and all of these transfers were shown upon the books of the company. All of the original issue of stock was issued by the corporation prior to the effective date of the Documentary Stamp Tax Act. It is admitted by the parties that certificates transferred to a trustee or from a trustee regardless of the beneficial ownership are taxable under Section 201.04 F.S.A. All of these transfers of stock stand on the same basis. The difference is that the appellants claim the corporation is liable for the tax and the appellee claims that the sellers or the transferors are liable for the tax.

This Documentary Stamp Act is similar to the Federal Act 26 U.S.C.A. § 1800, et seq., and therefore takes the same construction in the Florida courts as given to the Federal Act in the Federal courts. State ex rel. Packard v. Cook, 108 Fla. 157, 146 So. 223.

All sections of this tax law having any bearing upon the contentions of the parties must be construed together in order to arrive at the intent of the Legislature.

Page 24

As there can be no question that the original issue of stock certificates prior to the enactment of the law in question were not taxable, it is only necessary to consider at this time Section 201.01, F.S.A., and Section 201.04, F.S.A., and they are as follows:

'201.01 Documents taxable, generally

'There shall be levied, collected and paid the taxes specified in this chapter, for and in respect to the several documents, bonds, debentures or certificates of stock and indebtedness, and other documents, instruments, matters, writings, and things described in the following sections, or for or in respect of the vellum, parchment, or paper upon which such document, instrument, matter, writing, or thing, or any of them, are written or printed by any person, who makes, signs, executes, issues, sells, removes, consigns, assigns, or ships the same, or for whose benefit or use the same are made, signed, executed, issued, sold, removed, consigned, assigned, or shipped in the State of Florida.'

'201.04 Tax on bills of sale, agreements, transfers, etc., of personal property and interests therein.

'On all sales, agreements to sell, or memoranda of sales or deliveries of, transfers of legal title to shares, or certificates of stock or profits or interest in property or accumulations in any corporation, or to rights to subscribe for or to receive such shares or certificates, whether made upon or shown by the books of the corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of transfer or sale, whether entitling the holder in any manner to the benefit of such stock interests rights or not, on each one hundred dollars of face value or fraction thereof the tax shall be ten cents; and where such shares are without par or face value, the tax shall be ten cents on the transfer or sale or agreement to sell on each share; provided, that in case of sale, where evidence of transfer is shown only by the books of the corporation, the stamps shall be placed upon such books of the corporation; and where the change of ownership is by transfer of the certificate, the stamps shall be placed upon the certificates; and in case of an agreement to sell or where the transfer is made by delivery of the certificate assigned in blank, there shall be made and delivered by the seller to the buyer a bill or memorandum of such sale, to which the stamp shall be affixed; and every bill or memorandum of sale or agreement to sell before mentioned, shall show the date thereof, the name of the seller, the amount of the sale, and the matter or things to which it refers. Any person or corporation liable to pay the tax as herein provided, or anyone who acts...

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16 practice notes
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...whose statute provided the 'model' in determining the proper construction of our own statute. Gay v. Inter-County Tel. & Tel. Co., 60 So.2d 22 (Fla.1952); Denmark v. Ridgell Furniture Co., 117 Fla. 244, 157 So. 489 (1934); Venice East, Inc. v. Manno, 186 So.2d 71 (Fla.App.2d 1966). If a......
  • North Am. Co. v. Green
    • United States
    • United States State Supreme Court of Florida
    • December 2, 1959
    ...with the federal documentary stamp tax act. 26 U.S.C.A. (I.R.C.1954) § 4321 et seq. Gay v. Inter-County Tel. & Tel. Co., Fla.1952, 60 So.2d 22. Although admittedly not directly analogous, we think the conclusion which we here reach is supported by our opinion in the case last cited. In ......
  • County of Brevard v. Miorelli Engineering, Inc., No. 88842
    • United States
    • United States State Supreme Court of Florida
    • October 23, 1997
    ...date of regulation when it advertised that it would extend the effective date of regulation); Gay v. Inter-County Tel. & Tel. Co., 60 So.2d 22, 27 (Fla.1952) (unusual delay in collecting stamp taxes was not an "unusual circumstance" justifying application of estoppel against t......
  • Trustees of Internal Imp. Fund v. Lobean
    • United States
    • United States State Supreme Court of Florida
    • January 18, 1961
    ...the doctrine of equitable estoppel to transactions between individuals and the state. Gay v. Inter-County Tel. & Tel. Co., Fla.1952, 60 So.2d 22; City of Winter Haven v. State, 1936, 125 Fla. 392, 170 So. 100; Trustees of the Internal Improvement Fund v. Claughton, supra; Daniell v. She......
  • Request a trial to view additional results
16 cases
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...state whose statute provided the 'model' in determining the proper construction of our own statute. Gay v. Inter-County Tel. & Tel. Co., 60 So.2d 22 (Fla.1952); Denmark v. Ridgell Furniture Co., 117 Fla. 244, 157 So. 489 (1934); Venice East, Inc. v. Manno, 186 So.2d 71 (Fla.App.2d 1966). If......
  • North Am. Co. v. Green
    • United States
    • United States State Supreme Court of Florida
    • December 2, 1959
    ...with the federal documentary stamp tax act. 26 U.S.C.A. (I.R.C.1954) § 4321 et seq. Gay v. Inter-County Tel. & Tel. Co., Fla.1952, 60 So.2d 22. Although admittedly not directly analogous, we think the conclusion which we here reach is supported by our opinion in the case last cited. In that......
  • County of Brevard v. Miorelli Engineering, Inc., No. 88842
    • United States
    • United States State Supreme Court of Florida
    • October 23, 1997
    ...date of regulation when it advertised that it would extend the effective date of regulation); Gay v. Inter-County Tel. & Tel. Co., 60 So.2d 22, 27 (Fla.1952) (unusual delay in collecting stamp taxes was not an "unusual circumstance" justifying application of estoppel against the State); Dan......
  • Trustees of Internal Imp. Fund v. Lobean
    • United States
    • United States State Supreme Court of Florida
    • January 18, 1961
    ...the doctrine of equitable estoppel to transactions between individuals and the state. Gay v. Inter-County Tel. & Tel. Co., Fla.1952, 60 So.2d 22; City of Winter Haven v. State, 1936, 125 Fla. 392, 170 So. 100; Trustees of the Internal Improvement Fund v. Claughton, supra; Daniell v. Sherril......
  • Request a trial to view additional results

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