Kingsbury v. Chapin

• Decision Date: 26 November 1907
• Citation: 82 N.E. 700,196 Mass. 533
• Parties: KINGSBURY et al. v. CHAPIN, Treasurer.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

196 Mass. 533

82 N.E. 700

KINGSBURY et al. v. CHAPIN, Treasurer.

Supreme Judicial Court of Massachusetts, Worcester.

November 26, 1907

COUNSEL

Ernest H. Vaughan and Edward T. Esty, for petitioners.

Charles A. Williams, for party having like interest with plaintiff.

Dana Malone, Atty. Gen., and Fred T. Field, Asst. Atty. Gen., for Treasurer and Receiver General.

OPINION

KNOWLTON C.J.

This bill is brought by the executors of the will of Julia B Thayer, late of Keene in the state of New Hamp shire, for instructions in regard to the payment of succession taxes claimed in behalf of this commonwealth. A part of the property left by the testatrix was stock in railroad corporations, incorporated in this state, and owning and operating railroads therein which extend beyond the boundaries of the state into other states in which the companies are also incorporated. The corporations referred to are the Worcester, Nashua & Rochester Railroad Company, the Norwich & Worcester Railroad Company, the Fitchburg Railroad Company, the Boston & Albany Railroad Company, the Providence & Worcester Railroad Company, the New York, New Haven & Hartford Railroad Company, and the Old Colony Railroad Company. The material averments in regard to each of these corporations are substantially the same, so far as they relate to the question in dispute, namely, that they are engaged in the transportation of passengers and freight between the different states, and in interestate commerce and commerce with foreign nations, and are incorporated under the laws of one or more states besides Massachusetts, and own franchises granted by these states, and property, real and personal, tangible and intangible, located in Massachusetts and in one or more of these other states. Although all the statutes of the different states touching the subject were made a part of the evidence, we have been referred to no differences in them, nor to any of their provisions except those stated generally in the bill. We infer from the pleadings, the agreed facts and the arguments that each of these companies is incorporated in each of the states into which its road runs; that in each case the name is the same in each state, and there is recognition by each state of the fact that the corporation is connected with the corporation of the same name in the other state, in such a way that the two, deriving their authority from two different sources, are parts of one general organization engaged in a single general enterprise, and exhibiting activities and owning property in two or more states, while held in the same ownership. It is averred by the petitioners and admitted by the respondent that 'in the case of all the railroad companies there is but a single issue of capital stock representing all the property of the said companies.' In a sense, such a railroad company is a domestic corporation in each of the states where it is incorporated and owns and operates a railroad. We think that stock in such a corporation is 'property within the jurisdiction of the commonwealth,' under the language of our statute authorizing taxation of collateral inheritance. Rev. Laws, c 15, § 1; St. 1905, p. 481, c. 470; St. 1906, p. 453, c. 436. We think it is property within the jurisdiction of the commonwealth in a constitutional sense, such as to enable the state to subject it to taxation as against a nonresident owner. This follows from the decisions and the reasoning in Greves v. Shaw, 173 Mass. 205, 53 N.E. 372, and in Moody v. Shaw, 173 Mass. 375, 53 N.E. 891. See also, American Coal Co. v. County Commissioners, 59 Md. 185; St. Albans v. National Car Co., 57 Vt. 68; State v. Travelers' Ins. Co., 70 Conn. 590, 40 A. 465, 66 Am. St. Rep. 138; Travelers' Ins. Co. v. Connecticut, 185 U.S. 364, 22 S.Ct. 673, 46 L.Ed. 949. That an inheritance of stock in a domestic corporation by a nonresident owner is taxable has been settled in New York. Matter of Bronson, 150 N.Y. 1, 44 N.E. 707, 34 L. R. A. 238, 55 Am. St. Rep. 632; Matter of Fitch, 160 N.Y. 87, 54 N.E. 701; Matter of Jones, 172 N.Y. 575, 65 N.E. 570, 60 L. R. A. 476. See, also, Attorney General v. New York Breweries Co. [1898] 1 Q. B. 205, s. c. [1899] A. C. 62. It has also been adjudged that the same rule applies to corporations which are incorporated in two states. Matter of Cooley, 186 N.Y. 220, 78 N.E. 939. This case presented the question whether stock of a nonresident testator in the Boston & Albany Railroad Company should be taxed under the inheritance law of New York at its value, treating the stock as representing all the property of the doubly incorporated New York and Massachusetts corporation, or at a less value, treating it as representing only that portion of the property which belonged in the state of New York. It was held that the payment should be on the latter theory. The court said, 'The authorities are asserting jurisdiction of and assessing his stock only because it is held in the New York corporation of the Boston & Albany Railroad Company. But we know that said company is also incorporated as a Massachusetts corporation, and, presumably by virtue of such latter incorporation, it has the same powers of owning and managing corporate property which it possesses as a New York corporation. In fact, the location of physical property and the exercise of various corporate functions give greater importance to the Massachusetts than to the New York corporation, and the problem is whether, for the purpose of levying a tax upon decedent's stock upon the theory that it is held in and under the New York corporation, we ought to say that such latter corporation owns and holds all of the property of the consolidated corporation, wherever situated, thus entirely ignoring the existence of and the ownership of property by the Massachusetts corporation. It needs no particular illumination to demonstrate that, if we take such a view, it will clearly pave the way to a corresponding view by the authorities and courts of Massachusetts that the corporation in that state owns all of the corporate property, wherever situated, and we shall then further and directly be led to the unreasonable and illogical result that one set...