Merchants Nat. Bank of Manchester v. Town of Exeter

• Decision Date: 05 March 1980
• Docket Number: No. 79-209,79-209
• Citation: Merchants Nat. Bank of Manchester v. Town of Exeter, 412 A.2d 1016, 120 N.H. 157 (N.H. 1980)
• Parties: MERCHANTS NATIONAL BANK OF MANCHESTER & a v. TOWN OF EXETER, City of Manchester.
• Court: New Hampshire Supreme Court

Page 1016

412 A.2d 1016

120 N.H. 157

MERCHANTS NATIONAL BANK OF MANCHESTER & a v. TOWN OF EXETER, City of Manchester.

No. 79-209.

Supreme Court of New Hampshire.

March 5, 1980.

Sheehan, Phinney, Bass & Green, P. A., Manchester, waive brief and oral argument, for plaintiffs Merchants Nat. Bank of Manchester, Concord Nat. Bank and Laconia Peoples Nat. Bank & Trust Co.

Robert Shaw and Alexis Komaridis, Auburn, for defendant Town of Exeter.

Elmer T. Bourque, City Sol. and James A. Manning, Asst. City Sol., Manchester, for defendant City of Manchester.

BOIS, Justice.

This is a bill of interpleader to determine which of the two defendants are entitled to the tax payments required of the plaintiff banks pursuant to RSA 84:1, 84:5. The only issue raised is the place of residency of the corporate holding company, First Bancorp of New Hampshire, Inc. (Bancorp), on April 1, 1975. The Trial Court (Flynn, J.) reserved and transferred the defendant city of Manchester's exception to the following order:

Upon all the evidence, the Court finds and rules that First Bancorp was a resident of Exeter on April 1, 1975, and the plaintiff (sic) shall pay its (sic) taxes due for the year 1975 to Exeter.

We overrule the exception.

The record discloses that the statutory principal place of business of Bancorp on April 1, 1975, as established in its articles of agreement, was 154 Water Street, Exeter, New Hampshire. On April 15, 1975, Bancorp amended its articles of agreement and designated Manchester, Hillsborough County, New Hampshire, as the corporation's principal place of business. Bancorp presented testimony at trial that it had rented and maintained its de facto principal office at 1000 Elm Street in Manchester since May 1974.

The defendant city of Manchester concedes that statutes governing corporations require corporate articles of agreement to contain "the address at which the business of the corporation is to be carried on." Relying on Woodsum Steamboat Co. v. Sunapee, 74 N.H. 495, 69 A. 577 (1908), however, it argues that the residence of a corporation is the town or city where its business is principally executed, in this case Manchester. It challenges the sufficiency of proof, alleging that the court's ruling "could not reasonably be made on the evidence" before it.

The purpose of the statutory requirement of a charter designation or location is primarily for the benefit of the public; such as fixing the jurisdiction of the courts, facilitating service of process, the tax situs, a place of contact for persons having occasion to find the responsible management. 1 Fletcher Cyc. Corp. § 140 (perm. ed. 1974); 8 Fletcher Cyc. Corp. § 4046 (perm. ed. 1966). Although courts are not in agreement as to whether the statement in the articles of incorporation regarding the location of the principal place of business is conclusive, the majority rule is that such a statement is not conclusive but is a question of fact, with due regard being given to the recital of the location in a certificate of incorporation as an element of proof. Id. See generally 18 C.J.S. Corporations § 176 (1939).

This court has held that where a statute requires the articles of agreement to state the place where business is to be carried on, it is not enough to state the city or town where the stockholders meetings are held and where the...