State v. Great Valley Land & Inv. Co.

• Decision Date: 03 July 1974
• Citation: 297 So.2d 375,53 Ala.App. 49
• Parties: STATE of Alabama et al. v. GREAT VALLEY LAND AND INVESTMENT COMPANY, an Alabama Corporation. Civ. 309, 309--A, 309--B and 309--C.
• Court: Alabama Court of Civil Appeals

Page 375

297 So.2d 375

53 Ala.App. 49

STATE of Alabama et al. v. GREAT VALLEY LAND AND INVESTMENT COMPANY, an Alabama Corporation.

Civ. 309, 309--A, 309--B and 309--C.

Court of Civil Appeals of Alabama.

July 3, 1974.

William J. Baxley, Atty. Gen., Willard W. Livingston, Counsel, Dept. of Revenue, and Asst. Atty. Gen., Herbert I. Burson, Jr., Asst. Counsel, Dept. of Revenue, and Asst. Atty. Gen., for the State.

Edwin L. Brobston, Clifford W. Hardy, Jr., Bessemer, for appellee.

BRADLEY, Judge.

Pursuant to Title 51, Section 25, Code of Alabama 1940, as Recompiled 1958, the State Revenue Department entered final assessments for corporate stock taxes against the Great Valley Land and Investment Company for the years 1968, 1969, 1970 and 1972. The four assessments were appealed to the Circuit Court of Jefferson County, Bessemer Division, where they were tried as one case. The court, sitting without a jury, heard the evidence ore tenus and rendered a judgment in favor of Great Valley Land and Investment Company. In its written opinion the trial court held in part as follows:

'. . . (T)he Court is satisfied that the fair and reasonable market value of said stock is determined by what money said stock would bring in the market place, the purchaser not being compelled to buy and the seller not being compelled to sell, and both having knowledge of all pertinent facts and the Court is of the opinion that the following formula best represents this value in this case inasmuch as this is a corporation whose assets consist primarily of real estate:

'Subtracting from the rent, expenses as salaries and wages, repairs, taxes, insurance premiums, legal accounting and management fees a figure is obtained which represents the net income figure.

'Net income figure is then multiplied at a percentage, which percentage is the return a prudent real estate investor would expect as a yield from a real estate investment for the subject year. The result is the capitalized value.

'To the capitalized value is added the other assets of prepaid insurance, mortgages (at current market discount rate for mortgages), stocks, savings and cash and whatever other assets the particular corporation may own, and this total gives the fair market value of the corporation.

'From this fair market value of the corporation is subtracted those exemptions found in Title 51 Section 2 of the Code of Alabama as recompiled 1958 and the remainder is the value for the stock assessment.'

The trial court also concluded that the residue for stock assessment against appellee in the tax year 1968 was $2,477.00; for the tax year 1969, $0.00; for the tax year 1970, $7,309.00; and for the tax year 1972, the residue was to be ascertained by the formula set out in the opinion.

From this judgment, the State Revenue Department has appealed to this court contending in essence that the trial court used an improper method for determining the fair and reasonable market value of the shares of stock of appellee corporation thereby arriving at an incorrect assessment for share taxes to be imposed against appellee.

Title 51, Section 25, Supra, provides, in pertinent part, as follows:

'Every share of any domestic corporation . . . shall be assessed and the taxes thereon collected in the county wherein such corporation has its home or chief office in the state, and shall be assessed at thirty percent of its value to the person in whose name such shares stand on the books of the corporation and not to the corporation. . . . Such corporations shall . . . make a tax return . . . to the department of revenue . . . of all taxable property, real and personal, situated in the state . . . and the department of revenue after passing on the value of the shares of the capital stock shall fix the value of all the shares of said corporation and shall take thirty percent thereof which shall be the assessed value of the shares of said corporation. . . . After the assessed value of all the shares has been passed on and determined the department of revenue shall deduct from the total value of such shares (a) the assessed value of the real and personal property of the corporation as shown by such tax return by the corporation or finally determined. . . . It being the meaning and intent of this section that the assessed value of all the shares of the corporation be fixed by the department of revenue and that there be deducted therefrom the correct assessed value of the real and personal property of the corporation when the same shall finally be determined. . . . If the aggregate assessed value of the shares does not exceed the aggregate assessed value of the real and personal property of the corporation, then no tax shall be demanded or collected on the shares. . . .'

The above quoted statute requires that the shares of corporate stock be assessed at its fair and reasonable market value. State v. West Point Mfg. Co., 236 Ala. 467, 183 So. 449. Further, this value in not to be determined from any one piece of evidence but from all the relevant facts. State v. West Point Mfg. Co., Supra.

Fair market value of corporate stock for estate tax purposes was defined in Wood v. United States, 29 F.Supp. 853, 89 Ct.Cl. 442, as that price which one is willing to sell to one who is willing to buy with both having reasonable knowledge of the facts.

In State Dept. of Revenue v. Birmingham Realty Co., 255 Ala. 269, 50 So.2d 760, the Supreme Court said that 'market value' of corporate stock suggests a price standardized by a large number of transactions in the market place, and where there is an absence of such transactions or a very limited number, evidence of every factor constituting value is admissible to give it a market value in the sense that such term is primarily used. Further, the Supreme Court of Iowa, in First National Bank of Estherville v. City Council of Estherville, 136 Iowa 203, 112 N.W. 829, observed:

'. . . (I)n this view it is not possible that there should be any fixed or arbitrary standard for the ascertainment of values. So it is that in respect of any particular item, or class of items, of property, all those things which from any cause inhere in or attach to the same, and which contribute in any degree to its desirability, are always taken into account in arriving at a conclusion. Indeed, it is not conceivable that the question of value could be determined adequately in any other way. And from this it follows that in estimating the value of stock in a bank or other corporation every fact condition having effect to influence or control must be considered.'

In Lucas v. Pembroke Water Co., 205 Va. 84, 135 S.E.2d 147, it was stated that some of the elements to be considered in arriving at fair value of...