Keokuk Co v. State of Missouri

• Decision Date: 12 March 1894
• Docket Number: No. 182,182
• Parties: KEOKUK & W. R. CO. v. STATE OF MISSOURI
• Court: U.S. Supreme Court

152 U.S. 301

14 S.Ct. 592

38 L.Ed. 450

KEOKUK & W. R. CO.

v STATE OF MISSOURI.

No. 182.

March 12, 1894.

Action brought in a court of the state of Missouri by the state, for the use of the collector of Scotland county, against the Keokuk & Western Railroad Company, to enforce an alleged lien for taxes. Judgment was rendered for plaintiff, and was affirmed by the supreme court of the state. 12 S. W. 290, 99 No. 30. Defendant brings error.

This was an action at law brought in the circuit court of Missouri for the county of Scotland, by the state, suing for the use of the collector of revenue for Scotland county, against the Keokuk & Western Railroad Company, to charge the property then in its hands as owner with an alleged lien for state and county taxes levied on the property of the Missouri, Iowa & Nebraska Railway Company for the year 1886. The Keokuk & Western Railroad Company, defendant, became the purchaser of the property of the corporation against which the tax was levied in December, 1886, through a sale thereof under a supplemental decree of foreclosure rendered July 8 1886, and by other deeds of conveyance made by the Missouri, Iowa & Nebraska Railway Company and by the Central Trust Company of New York.

The answer set forth the following facts in defense:

(1) That the Alexandria & Bloomfield Railroad Company was chartered by special act of February 9, 1857, to build a railroad from Alexandria, Mo., in the direction of Bloomfield, in the state of Iowa, to the northern boundary of the state of Missouri. The act further provided that the construction of the road should be commenced within 10 years after the passage of the act, and completed within 10 years thereafter; and that 'the stock of said company shall be exempt from taxation for a period of twenty years after its completion.' By a subsequent act of February 19, 1866, the corporate name of such railroad company was changed to the Alexandria & Nebraska City Railroad Company. It appeared upon the trial that the road was completed to the state line in December, 1872.

(2) March 2, 1869, the legislature passed a general law authorizing any railroad company in Missouri to consolidate with a railroad company of an adjoining state, making one company of the two, 'whose stock shall be so consolidated, under such terms and conditions and stipulations as may be mutually agreed between them, in accordance with the laws of the adjoining state in which the road is located, with which connection is thus formed.' The fourth section of this act provided as follows: 'Any such consolidated company shall be subject to all the liabilities, and bound by all the obligations of the company within this state, which may be thus consolidated with one in the adjacent state as fully as if such consolidation had not taken place, and shall be subject to the same duties and obligations to the state, and be entitled to the same franchises and privileges under the laws of this state, as if the consolidation had not taken place.' Pursuant to this act, the Alexandria & Nebraska City Railroad Company, on May 3, 1870, consolidated with the Iowa Southern Railway Company, an Iowa corporation, under the name of the Missouri, Iowa & Nebraska Railway Company, forming a continuous line from Alexandria, on the Mississippi, to a point in the state of Iowa near Nebraska City, on the Missouri river.

(3) Subsequently, and on August 19, 1886, the Missouri, Iowa & Nebraska Railway Company was sold under a decree of foreclosure entered in the circuit court of the United States for the southern district of Iowa, to Morris K. Jesup and Henry C. Thatcher, who subsequently, and in December of the same year, conveyed the same to the Keokuk & Western Railroad Company, defendant.

(4) Defendant further set forth in its answer, by way of estoppel, that in 1873 plaintiff brought suit against the Missouri, Iowa & Nebraska Company to recover the taxes for the year 1872 upon the property described in the petition in this action; that defendant answered, claiming the exemption provided by the ninth section of the original Alexandria & Bloomfield charter; that such suit was decided in favor of the railroad company, and affirmed upon appeal to the supreme court of Missouri, and reported in 65 Mo. 123.

(5) Defendant also pleaded by way of further estoppel that in 1881 one Secor and other stockholders of the Missouri, Iowa & Nebraska Company filed a bill in the circuit court of the United States for the eastern district of Missouri, praying an injunction against said company paying the taxes alleged to be due upon their property in Scotland, Clarke, and Schuyler counties, and to enjoin the county court and the collectors of revenue from claiming such taxes for the year 1881, or any previous years; that a temporary injunction was granted, which was made final and perpetual, and which is still in full force and effect; that in such suit complainant claimed the same exemption contained in the Alexandria & Bloomfield charter, which the court held to be valid; and that such case was reported in 9 Fed. 809.

It further appeared that a new constitution was adopted by the state of Missouri in 1865, which contained the following provisions:

Article 11, § 3. 'All statute laws of this state now in force, not inconsistent with this constitution, shall continue in force until they shall expire by their own limitation, or be amended or repealed by the general assembly.'

Article 11, § 16. 'No propety, real or personal, shall be exempt from taxation, except such as may be used exclusively for public schools, and such as may belong to the United States, to this state, to counties, or to municipal corporations within this state.'

Upon the hearing of this case the circuit court of Scotland county denied the exemption claimed by the defendant, and rendered judgment against it for the taxes in question, which judgment was affirmed on appeal by the supreme court of the state, (99 Mo. 30, 12 S. W. 290,) whereupon, after an unsuccessful motion for a rehearing, defendant sued out this writ of error.

Mr. Justice Harlan and Mr. Justice Brewer dissented.

John F. Dillon, Felix T. Hughes, and T. De Witt Cuyler, for plaintiff in error.

John C. Moore, for the State.

Mr. Justice BROWN, after stating the facts in the foregoing language, delivered the opinion of the court.

The question in this case is whether the defendant, the Keokuk & Western Railroad Company, was entitled to the exemption of its property from taxation contained in the original charter to the Alexandria & Bloomfield Railroad Company, of which road it is the successor in interest.

1. It will be observed that the constitutional provision upon which the state relies for the enforcement of this tax for the year 1886 was adopted in 1865, before the consolidation of the Alexandria & Bloomfield Company, under its changed name of the Alexandria & Nebraska City Railroad Company, with the Iowa Southern Company, which took place in 1870, and before the completion of the road in 1872. That the exemption from taxation contained in the original charter to the Alexandria & Bloomfield Company would have continued the full 20 years from the completion of the road in 1872 had such consolidation not taken place, is, for the purpose of this case, conceded. Indeed, it was so held by the supreme court of the state in State v. Macon Co., 41 Mo. 453. The court, construing sections 3 and 14 of article 11 of the constitution, held the provisions of section 14 to be a limitation upon the future power of the general assembly, and not intended to retroact so as to have any controlling application to laws in existence when the constitution was adopted. See also State v. Cape Girardeau & S. L. R. Co., 48 Mo. 468; State v. Coffee, 59 Mo. 59; Atlantic & Pac. R. Co. v. City of St. Louis, 66 Mo. 228.

The question then arises whether the Alexandria & Bloomfield Railroad Company, whose charter contained the exemption, is still in existence, or was dissolved by the consolidation, and a new corporation was thereby called into being, which held its property subject to the constitutional provisions of 1865, denying the power of the general assembly to exempt property from taxation. In the numerous cases which have arisen in this court as to the effect of a consolidation upon the existence and status of the constituent corporations, it has been held that the question of the dissolution of such corporations depended upon the language of the statute under which the consolidation took place; the presumption in each case being that each of the two lines of road will be held respectively to the privileges and burdens originally attaching thereto. Tomlinson v. Branch, 15 Wall. 460. If, upon the one hand, the identity of the prior corporations is preserved, an exemption from taxation, which one of them possessed, falls to that portion of the new corporation to which, under its former name, it had been attached. If, upon the other hand, the consolidation worked a dissolution of the prior corporations, their former privileges and franchises also ceased to exist. Thus, in the earliest of these cases,—Philadelphia & W. R. Co. v. Maryland, 10 How. 376,—it was held that the Baltimore & Port Deposit Railroad Company, whose charter contained no exemption from taxation, did not acquire such exemption by consolidation with the Delaware & Maryland Railroad Company, whose charter exempted the road from taxation 'except upon that portion of the permanent and fixed works which might be in the state of Maryland.' A general rule was laid down in this case, to which this court has steadily adhered, that the taxing power of the state should never be presumed to be relinquished, unless the intention to do so be declared in clear and unambiguous terms. This case was subsequently reaffirmed in the Delaware Railroad Tax, 18 Wall. 206.

In Tomlinson v. Branch, 15 Wall. 460, it was held that when a railroad company, to which,...