State to Use of City of Memphis v. Phoenix Fire & Marine Ins. Co.

• Decision Date: 07 July 1892
• Citation: 19 S.W. 1044,91 Tenn. 566
• Parties: State, to Use of City of Memphis, v. Phoenix Fire & Marine Ins. Co. et al.
• Court: Tennessee Supreme Court

19 S.W. 1044

91 Tenn. 566

State, to Use of City of Memphis, v. Phoenix Fire & Marine Ins. Co. et al.

Supreme Court of Tennessee.

July 7, 1892

Appeal from chancery court, Shelby county; W. D. Beard, Chancellor.

Bill in the name of the state, in behalf of the city of Memphis against the Phoenix Fire & Marine Insurance Company, and its secretary, to recover certain taxes. Defendants had decree on demurrer, and plaintiff appeals. Reversed.

CALDWELL J.

On the 11th of March, 1867, the Washington Fire & Marine Insurance Company of Memphis, Tenn., was chartered by the state "with all the rights and privileges of the De Soto Insurance & Trust Company." Acts 1866-67, c. 71, § 1. The latter company had previously been chartered with "all the powers, privileges, and immunities" of the Bluff City Insurance Company Acts 1858, c. 166, § 12. By the tenth section of the charter of the Bluff City Insurance Company, it was provided "that said company shall pay to the state an annual tax of one half of one per cent. on each share of the capital stock subscribed, which shall be in lieu of all other taxes." Acts 1858, c. 166, § 10. On the 28th of March, 1881, the name of the Washington Fire & Marine Insurance Company was, by legislative enactment, changed to the "Phoenix Fire & Marine Insurance Company of Memphis Tenn." Acts 1881, c. 28, § 1. This bill was filed by the state, on behalf of the city of Memphis, against the last-named company and its secretary, to recover certain ad valorem taxes alleged to be due on capital stock or, in the alternative, on shares of stock. Defendants, by demurrer, claimed indemnity from all assessments, except one half of 1 per cent. on each share of capital stock subscribed, which the bill concedes has been paid to the state. The chancellor sustained the demurrer and dismissed the bill. Complainant appealed.

The controlling question for our decision is this: Did the Washington Fire & Marine Insurance Company (in whose shoes the Phoenix Fire & Marine Insurance Company now rightfully stands) acquire, by its charter from the state, the same immunity granted to the Bluff City Insurance Company by the tenth section of its charter, hereinbefore set out? If it did, the decree of dismissal must be affirmed, for reasons stated in the recent case of State v. Union & Planters' Bank, 91 Tenn. 546, 19 S.W. 758. If not, then the decree must be reversed and the bill entertained. Confessedly the De Soto Insurance & Trust Company was granted that immunity, for, by the express words of its charter, it was given "all the powers, privileges, and immunities" of the Bluff City Insurance Company. But the Washington Fire & Marine Insurance Company (which now exists by legislative sanction under the name of "Phoenix Fire & Marine Insurance Company") received by its charter only "the rights and privileges" of the De Soto Insurance & Trust Company. Did the last-named words, "rights and privileges," carry the tenth section of the Bluff City Insurance Company's charter into the charter of the Washington Fire & Marine Insurance Company, and thereby give it immunity from all taxation, except that therein prescribed? Clearly it did not. Such, in our opinion, was not the legislative intent. In the absence of an intent to that effect, unmistakably manifested by the terms of the grant, the immunity must be held not to have been conferred. No presumption is to be indulged in its favor.

The constitution of 1834, under which all of the foregoing charters were granted, used, in the same connection, one after the other, in the same clause, all the words "rights," "privileges," "immunities," and "exemptions," as follows: "The legislature shall have no power to suspend any general law for the benefit of any particular individual nor to pass any law for the benefit of individuals, inconsistent with the general laws of the land, nor to pass any law granting to any individual or individuals rights, privileges, immunities, or exemptions, other than such as may be, by the same law, extended to any member of the community who may be able to bring himself within the provisions of such law: provided, always, the legislature shall have power to grant such charters of incorporation as they may deem expedient for the public good." Const. 1834, art. 11, §7. Properly, the language of these charters should be interpreted in the light of that provision of the organic law in which each word has its own office to fill, and no one that of another. When the legislature said the De Soto Insurance & Trust Company should enjoy "all the powers, privileges, and immunities" of the Bluff City Insurance Company, more was meant than when it afterwards said that the Washington Fire & Marine Insurance Company should have "all the rights and privileges" of the De Soto...