Great Northern Ry. Co. v. State

• Decision Date: 08 May 1928
• Docket Number: 21092,21093.
• Parties: GREAT NORTHERN RY. CO. v. STATE (two cases.
• Court: Washington Supreme Court

267 P. 506

147 Wash. 630

GREAT NORTHERN RY. CO. v. STATE (two cases.

Nos. 21092, 21093.

Supreme Court of Washington, En Banc.

May 8, 1928

Appeal from Superior Court, Thurston County; John M. Wilson, Judge.

Separate actions by the Great Northern Railway Company against the State, and by plaintiff named against defendant named. Judgments for plaintiff in each case, and defendant in each case appeals. Affirmed.

Fullerton C.J., and Tolman, J., dissenting.

John H Dunbar and L. B. Donley, both of Olympia, for the state.

Thomas Balmer, Charles S. Albert, and Edwin C. Matthias, all of Seattle, for respondent.

C. H Winders, L. B. da Ponte, A. E. Simon, Palmer, Askren & Brethorst, and E. B. Palmer, all of Seattle, amici curiae.

HOLCOMB J.

These two cases on appeal, being substantially alike, were treated by the parties as one case. The actions are brought by respondents to recover certain corporation excise taxes paid to the state pursuant to provisions of chapter 149, Laws Ex. Sess. 1925, amending section 3841, Rem. Comp. Stat., section 3 of which chapter reads:

'Sec. 3. That section 3841 of Remington's Compiled Statutes, as amended by section 4, chapter 144, Session Laws of 1923, be amended to real as follows:

'Section 3841. Every corporation incorporated under the laws of this state, and every foreign corporation, having its articles of incorporation on file in the office of the secretary of state, shall, on or before the first day of July of each and every year, pay to the secretary of state, for the use of the state, the following license fees in proportion to its authorized capital stock, as follows:

'Capital of $50,000.00, or less, fee $15.00;

'Capital in excess of $50,000.00 and up to and including $100,000.00, fee $25.00;

'Capital in excess of $100,000.00 and up to and including $500,000.00, fee $50.00;

'Capital in excess of $500,000.00 and up to and including $1,000,000.00, fee $100.00;

'Capital in excess of $1,000,000.00 and up to and including $2,000,000.00, fee $150.00; and $10.00 for each $1,000,000.00 or fraction thereof of capital in excess of $2,000,000.00: Provided, however, That the total amount of such annual license fee shall in no case exceed $3,000. Every corporation failing to pay the said annual license fee, on or before the first day of July of any year, and desiring to pay the same thereafter, and before the first day of January next following, shall pay to the secretary of state, for the use of the state, in addition to the said license fee the following further fee, as a penalty for such failure, the sum of two dollars and fifty cents: Provided, however, That building and loan and savings and loan associations paying special fees provided for in the act under which same are incorporated shall not be required to pay the regular fee provided herein: Provided, further, That the annual fee required to be paid to the department of public works by any public service company shall be deducted from the annual fee provided herein, and the excess only shall be collected under this act.'

Also to recover certain filing fees paid to the secretary of state pursuant to the same chapter.

Section 1 of that act provides for filing fees graded according to capitalization of both foreign and domestic corporations desiring to do business in this state, and reads:

'Section 1. That section 3836 of Remington's Complied Statutes, as amended by section 1, chapter 144, Session Laws of 1923, be amended to read as follows:

'Section 3836. Every corporation incorporated under the laws of this state, or of any state or territory, in the United States or of any foreign state or country, required by law to file articles of incorporation in the office of the secretary of state, shall pay to the secretary of state a filing fee in proportion to its authorized capital stock as follows:

'Capital not exceeding $50,000.00, fee $25.00;

'Capital of more than $50,000.00, and less than $100,000.00, fee $40.00;

'Capital of $100,000.00, or more, and less than $150,000.00, fee $75.00;

'Capital of $150,000.00 or more, and less than $200,000.00, fee $100.00;

'Capital of $200,000.00, or more, and less than $300,000.00 fee $150.00;

'Capital of $300,000.00, or more, and less than $400,000.00, fee $200.00;

'Capital of $400,000.00, or more, and less than $500,000.00, fee $250.00;

'Capital of $500,000.00, or more, and less than $1,000,000.00, fee $500.00;

'Capital of $1,000,000.00, or more, and less than $2,000,000.00, fee $750.00; and $10.00 additional for each $1,000,000.00, or major fraction thereof, of capital stock in excess of $2,000,000.00: Provided, however, That the total filing fee for filing such articles of incorporation shall in no case exceed the sum of $3,000.00.

'Sec. 2. That section 3837 of Remington's Compiled Statutes, as amended by section 2, chapter 144, Session Laws of 1923, be amended to read as follows:

'Section 3837. Every corporation, foreign or domestic, desiring to file in the office of the secretary of state articles amendatory or supplemental articles increasing its capital stock, or certificates of increase of capital stock, shall pay to the secretary of state the fees prescribed in the preceding section for the total amount to which the capital stock of the corporation is so increased, less the amount already paid for filing the original articles of incorporation or original articles and amendatory or supplemental articles, or certificates of increase, and every such corporation desiring to file amendatory or supplemental articles decreasing, or certificate of decrease of capital stock, shall pay to the secretary of state a filing fee of $25.00. For filing of other amendatory or supplemental articles, it shall pay a fee of $10.00: Provided, however, That the total amount paid by any corporation for filing its original articles of incorporation and all of its articles amendatory or supplemental articles increasing its capital stock or certificates of increase of capital stock, shall in the aggregate in no case exceed the sum of $3,000.00, plus $10.00 for each separate instrument filed in addition to its original articles of incorporation.'

Chapter 147, Laws Ex. Sess. 1925, amending section 3853, Rem. Comp. Stat., is also involved, which requires every foreign corporation desiring to do business in the state to file, besides its charter or corporate articles, 'a certified copy of each and all of the amendments or supplements to such charter, * * * and a certified copy of each and all of its certificates of increase or decrease of its capital stock.'

The fees applying in connection therewith are fixed by chapter 149, supra.

The complaint alleges that respondent is a railway company engaged in interstate commerce with an authorized capital stock of $250,000,000; that it has been engaged in its business in the state for more than 30 years, and that until 1897 no annual license fee was imposed by the state upon either domestic or foreign corporations, and that by chapter 70, Laws of 1897, an annual license fee of $10 was imposed upon every corporation having capital stock; and was amended by chapter 140, Laws of 1907, by increasing the license fee to $15 per year, and further amended by chapter 144, Laws of 1923, by making provision for the payment of certain annual license fees in proportion to the authorized capital stock of the corporation at the same rates as those prescribed in section 3, chapter 149, Laws Ex. Sess. 1925, supra, on capital up to and including $2,000,000, but above $2,000,000 the license fee prescribed was at the rate of $1 for each $1,000,000 or fraction thereof of the authorized capital; that this was again amended by the present law above set forth increasing the fee imposed upon corporations having capital stock above $2,000,000 from $1 to $10 for each $1,000,000 or fraction thereof, with a proviso, however, that in no case should the total amount of such annual license fee exceed $3,000, and further providing that the annual fee required to be paid to the department of public works by any public service company shall be deducted from the annual fee provided herein, and the excess only shall be collected under this act. It is then alleged that respondent has paid to the department of public works the sum of $1,500 as a public service company, and that, upon the basis of section 3, chapter 149, supra, respondent has paid as follows:

                            Upon the first $2,000,000.00 of capital stock ...
                          
                            $ 150 00
                          
                            Upon the remaining $248,000,000.00 ..............
                          
                            2,480 00
                          
                            ---------
                          
                            Total .......................................
                          
                            $2,630 00
                          
                            Less a deduction of the annual fee required
                          
                            to be paid by the department of public
                          
                            works ..........................................
                          
                            1,500 00
                          
                            ---------
                          
                            Leaving the amount of the annual license
                          
                            fee demanded of respondent the sum of .........
                          
                            $1,130 00
                          
                

It is then alleged that respondent's authorized capital represents its property holdings in many states, not more than 20 per cent. of its property being located in this state, and that it also owns other property and securities in other companies located outside this state, and that on December 31, 1926, the estimated value of its properties in this state was approximately $104,000,000, and of the assessed value of $76,900,000, and that its total operating revenue in this state for the calendar year 1926 was about $7,000,000.

It is also alleged that, because of serious results by way of...