Gray v. Central Florida Lumber Co.

• Decision Date: 15 March 1932
• Citation: 104 Fla. 446,140 So. 320
• Parties: GRAY, Secretary of State v. CENTRAL FLORIDA LUMBER CO.
• Court: Florida Supreme Court

140 So. 320

104 Fla. 446

GRAY, Secretary of State v. CENTRAL FLORIDA LUMBER CO.

Florida Supreme Court, Division B.

March 15, 1932

Bill by the Central Florida Lumber Company against R. A. Gray, as Secretary of State. From an interlocutory decree denying defendant's motion to dismiss the bill, defendant appeals.

Reversed.

ELLIS J., dissenting. Appeal from Circuit Court, Leon County; E. C Love, Judge.

COUNSEL

Cary D Landis, Atty. Gen., and H. E. Carter, Asst. Atty. Gen., for appellant.

Baker & Baker and Martin Sack, all of Jacksonville, for appellee.

OPINION

TERRELL J.

The Legislature of 1931 enacted chapter 14677, Laws of Florida, requiring all corporations authorized to do business in this state to file annual reports with the secretary of state and to pay a tax in the nature of a filing fee thereon. Chapter 14677, Acts of 1931, was amended by chapter 15726, Acts of 1931, Ex. Sess., but said amendments are not material to this case.

In October, 1931, appellee filed its bill of complaint in the circuit court of Leon county seeking to restrain the enforcement of chapter 14677 because of alleged violations of the Constitution of the United States and the Constitution of the state of Florida. This appeal is from an interlocutory decree overruling the motion of appellant, who was defendant below, to dismiss the bill of complaint.

It is first contended that the title to chapter 14677 is violative of section 16 of article 3 of the Constitution of Florida.

The pertinent part of the title to chapter 14677, Acts of 1931, is as follows:

'An Act Requiring Corporations Authorized to do Business in the State of Florida, both Foreign and Domestic, Annually to File with the Secretary of State Certain Reports and to Pay Certain Tax in the Nature of Filing Fee Thereon. * * *'

The pertinent part of section 16 of article 3 of the Constitution of Florida is as follows:

'Each law enacted in the Legislature shall embrace but one subject and matter properly connected therewith, which subject shall be briefly expressed in the title. * * *'

Appellee contends that the words 'a certain tax' as used in the title are limited and modified by the words 'in the nature of a filing fee thereon,' and that consequently the title is more restrictive than the body of the act, in that the words of limitation imply that a tax for administrative purposes only is imposed while the body of the act seeks to impose a tax for revenue as well as administration.

The purpose of section 16 of article 3 of the Constitution is to require that the title to all acts be of such specifications as to put the Legislature and the public on notice of the nature of the proposed act. Smith v. Chase, 91 Fla. 1044, 109 So. 94. When the title to an act expresses its contents with sufficient certainty to give reasonable notice thereof, it may not be an index to the act, but, if it reasonably leads to inquiry as to its provisions, it is sufficient. Lainhart v. Catts, 73 Fla. 735, 75 So. 47; Fine v. Moran, 74 Fla. 417, 77 So. 533; Jones v. State, 93 Fla. 603, 112 So. 556; Bannerman v. Catts, 80 Fla. 170, 85 So. 336; State ex rel. Terry v. Vestel, 81 Fla. 625, 88 So. 477. When the title fairly covers the subject of the act and is not misleading, courts will not, because of alleged defective title, refuse to give effect to any matter contained in the act that is germane to or properly connected with the subject-matter of it. Ex parte Gilletti, 70 Fla. 442, 70 So. 446; State v. Bethea, 61 Fla. 60, 55 So. 550. When the subject of the body of an act is less comprehensive than, but is included in the subject stated in the title, the requirement that a law shall embrace but one subject to be expressed in the title is not violated if the title is not misleading. Seaboard Air Line Ry. v. Simon, 56 Fla. 545, 47 So. 1001, 20 L. R. A. (N. S.) 126, 16 Ann. Cas. 1234. Unnecessary matter in the title to an act that is not misleading will not violate it or subject it to the criticism of having two distinct subjects. State ex rel. Moodie v. Bryan, 50 Fla. 293, 39 So. 929; State ex rel. Taylor v. City of Jacksonville (Fla.) 133 So. 114.

One challenging the constitutional validity of an act of the Legislature is confronted with these canons of statutory construction: (1) On its face every act of the Legislature is presumed to be constitutional; (2) every doubt as to its constitutionality must be resolved in its favor; (3) if the act admits of two interpretations, one of which would lead to its constitutionality and the other to its unconstitutionality, the former rather than the latter must be adopted; (4) the constitutionality of a statute should be determined by its practical operation and effect; (5) in determining its constitutional validity, courts should be guided by its substance and manner of operation rather than the form in which the act is cast; and (6) after indulging all presumptions in favor of the act, if it is found to be in positive conflict with some provision of organic law, it becomes the duty of the court to strike it down.

The vice of constitutional invalidity must inhere in the very terms of the title or body of the act. If this cannot be made to appear from argument deduced from its terms or from matters of which the court can take judicial knowledge, we will not go beyond the face of the act to seek grounds for holding it invalid. A safe guide to determine the validity of a taxing statute is an inquiry into contemporary conditions, political, industrial, and social of the community at whose suggestion the statute was promulgated. 1 Cooley's Constitutional Limitations (8th Ed.) 376, note, 3; De Camp v. Eveland, 19 Barb. (N. Y.) 81; Lusher v. Scites, 4 W. Va. 11; Hovey v. Foster, 118 Ind. 502, 21 N.E. 39; People ex rel. Kemmler v. Durston, 119 N.Y. 569, 24 N.E. 6, 7 L. R. A. 715, 16 Am. St. Rep. 859. Constitutional interpretation is one of our most inveterate reasoning processes. It is indigenous to our political institutions and does not rest on individual leanings; neither can it rest on psychic antipathy to or affinity for the rule of social, economic, or political conduct involved in the act challenged.

In delineating titles to taxing statutes, the Legislature is accorded a wide discretion. The language employed should be construed liberally, never narrowly or technically. Courts adhere rigidly to this rule, and to do so will disregard verbal inaccuracies and resolve all reasonable doubts in favor of the act. To warrant condemnation of legislative enactments for failure to comply with this rule, the violation must be substantial and plain. Jerome H. Sheip & Co. v. Amos, 100 Fla. 863, 130 So. 699, and Florida cases there cited.

We think the title to chapter 14677, Acts of 1931, is in full accord with section 16 of article 3 of the Constitution of Florida. The words 'in the Nature of Filing Fee Thereon' were superfluous and add nothing to the title, but they are not deceptive or misleading if considered with the full title. The phrase 'a certain tax' is ample notice to lead any one to inquire into the body of the act, and the announcement that said tax is like or partakes of the nature of a filing fee in no sense qualifies its size or proportions. As a matter of fact, by the terms of the act, the amount of the 'filing fee' imposed varies as widely as does the 'filing fee' imposed under the terms of another act (section 328, Rev. Gen. St. 1920, section 385, Comp. Gen. Laws 1927) on candidates for nomination to office in primary elections. The title is comprehensive, is an index to, and fairly covers, the contents of the act. It is admitted by appellant and appellee that the taxing power may be exerted for regulation, for revenue, or for both in the same act. Gundling v. City of Chicago, 177 U.S. 183, 20 S.Ct. 633, 44 L.Ed. 725; Jerome H. Sheip & Co. v. Amos, 100 Fla. 863, 130 So. 699.

It is next contended that the classification of corporations for purposes of taxation into corporations of par value stock and corporations of no par value stock under sections 2 and 12 of chapter 14677, Acts of 1931, is arbitrary, unreasonable, and discriminatory and has no relation to the purpose of the act and is therefore violative of the Fourteenth Amendment to the Federal Constitution and sections 1 and 12 of the Declaration of Rights, Constitution of Florida.

Section 2 of chapter 14677, Acts of 1931, provides a schedule of excise taxes in the nature of filing fees ranging from ten to one thousand dollars, determined by the par value of the shares of stock outstanding. Section 12 of chapter 14677 provides that, in the event the shares of stock outstanding of any corporation should be classed as no par value, then for the purpose of the act each share shall be deemed or presumed to have a value of at least $100 per share, which presumption may be overcome by actual proof submitted to the secretary of state. For the purpose of the act, the secretary of state is authorized to make such investigation as he may consider necessary and increase or decrease the value of no par value stock as he may determine to be correct from the proof submitted.

Our statutes (sections 6529 and 6535 et seq., Comp. Gen. Laws 1927, sections 3 and 9 et seq. of chapter 10096, Acts of 1925) authorize no par stock and stock having par value and provide for their amount, issuance, transfer, liability of the holders, and other characteristics, some of which may be determined by the corporation issuing the stock while others are determined by the statute. Capital stock as employed in acts of incorporation does not indicate the value of the assets of the corporation. It designates in theory at least the amount of capital required to be contributed by the stockholders for the purposes...