State v. Springfield Convention Hall Ass'n

• Decision Date: 31 December 1923
• Docket Number: No. 23617.,23617.
• Parties: STATE ex rel. and to Use of POTTER, Collector, v. SPRINGFIELD CONVENTION HALL ASS'N.
• Court: Missouri Supreme Court

257 S.W. 113

301 Mo. 663

STATE ex rel. and to Use of POTTER, Collector, v. SPRINGFIELD CONVENTION HALL ASS'N.

No. 23617.

Supreme Court of Missouri, Division No. 1.

December 31, 1923.

Appeal from Circuit Court, Greene County; Guy D. Kirby, Judge.

Action by the State, on the relation and to the use of J. E. Potter, Collector of the Revenue for Greene County against the Springfield Convention Hall Association, a corporation. Judgment for defendant, and plaintiff appeals. Affirmed.

Leonard Walker and O. E. Gorman, both of Springfield, for appellant.

W. D. Tatlow, of Springfield, for respondent.

GRAVES, J.

This is an action by the state, at the relation of the county collector of Greene county, to recover from the Springfield Convention Hall Association, certain state, county, school, road, and other taxes on a certain building situated in block 205 in the city of Springfield. The title to the land is in the city of Springfield. The city by ordinance first leased the property to M. W. Coolbaugh, M. C. Baker, R. R. Rickets, their successors and assigns.

These parties accepted the terms of the ordinance and afterward transferred to the defendant, and afterward the city, by ordinance and written lease, leased the property to the defendant. Defendant denies that it is the owner of the building and hence not liable in the present action for the taxes assessed against said building. It further contends that the building belongs to the city of Springfield and that this defendant only has a leasehold interest in the property, which leasehold interest was not assessed, and is not involved in this case. The questions are few and simple. The lease and ordinances are in evidence. Relevant portions of them will be noted in the course of the opinion. Defendant pursuant to the terms of the ordinance and lease erected the building at the cost of $105,000 in the year 1912. In addition it pays the city a rental of $1,000 per year for the full lease term of 50 years. But the more material portions of the lease will be noted later.

The trial court found for defendant, and the plaintiff has appealed.

I. That the exact facts may appear we give the history of the case as we gather it from the record. By Ordinance No. 6751 passed February 6, 1912, and approved by the mayor on February 8, 1912, it was, in section 1 thereof, provided:

"That the city of Springfield hereby contracts, to and with M. W. Coolbaugh, M. C. Baker, R. R. Rickets, their associates and assigns, hereinafter known as lessees, as follows: Said lessees to build and erect and maintain for the city of Springfield a two-story fireproof building, to be located on the property now owned by the city, and commonly known as the city lot, and located between Campbell street and market street south of College street in said city. Such portion of the first floor of said building as may be required therefor to be used for a market house, the balance of said first floor to be used for other commercial purposes, the second story of said building to be used for an auditorium or convention hall. Said building and other improvements hereinafter provided to be made by said lessees to cost not less than sixty thousand dollars. All of said improvements put on said property by said lessees to be the property of the said city."

In section 3 of the same ordinance it is also said:

"Said lease to embrace and cover the building provided for in section one of this ordinance."

Other portions of the ordinance provided for the rental to be paid the city, and for the grantees in the ordinance to manage. control, and rent the property, including the building which was to be constructed for the city, and there was also a provision as to repairs during the lease term of 50 years. This ordinance and all its terms were duly accepted in writing by the grantees therein.

In August of the year 1912, there was passed and approved Ordinance No. 7250 of the city of Springfield, Mo., which repealed Ordinance No. 6751, the title and first section of which read:

"An ordinance repealing Ordinance No. 6751 approved February 8th, 1912, and re-enacting the substance thereof so as to make the same conform to the intention of the parties thereto, by contracting with the Springfield Convention Hall Association, a corporation (the assignee of M. W. Coolbaugh, M. C. Baker, R. R. Ricketts and their associates named in said Ordinance No. 6751), for the building and erecting of a building to be located on the city lot between Campbell street and Market street in the city of Springfield, Missouri, to be used and occupied as a market house and auditorium or convention hall; and leasing to said Springfield Convention Hall Association for a term of fifty (50) years all of the property now owned by said city and known as the city lot including the building to be erected thereon, except a strip (40) feet wide off of the south side of said lot, occupied by the city with its fire department and city jail, and excepting also a strip forty (40) feet wide off of the south side of the city lot, which is dedicated by this ordinance as a street; and authorizing the execution, acknowledgment and delivery of a lease to the said Springfield Convention Hall Association for the said ground and building, a more particular description of the property so leased is contained in the body of this ordinance.

"Be it ordained by the city council of Springfield, Missouri, as follows:

"Section 1—That, whereas, by Ordinance No. 6751 approved February 8th, 1912, the city of Springfield, Missouri, contracted with and leased to M. W. Coolbaugh, M. C. Baker, R. R. Ricketts, their associates and assigns, a part of the city lot therein described, which ordinance was accepted by the lessees named therein on the 28th day of March, 1912, and took effect on the said last mentioned date, and has since been duly assigned by the said lessees therein named to the Springfield Convention Hall Association, a corporation, the stockholders of which are the said M. W. Coolbaugh, M. C. Baker and It. R. Ricketts (named in said ordinance), and their associates.

"And, whereas, the amendments to the said ordinance as they were in fact made, were, by oversight and inadvertence, not incorporated in said ordinance as signed by the mayor:

"Therefore, the said Ordinance No. 6751 is hereby repealed and the substance thereof reenacted in this ordinance so as to conform to the real intention of the parties thereto and so as to carry out the covenants and agreements of said parties according to their true intent and purpose, and which ordinance as re-enacted is as follows, to wit."

From the foregoing it appears that the original grantees from the city were stockholders and incorporators of the respondent in this case, and had assigned all their rights to respondent.

The second section of this ordinance, among other things provides:

"That the city of Springfield hereby grants, lets, leases and demises for a term of fifty (50) years, commencing on the 28th day of March, nineteen hundred and twelve and ending on the 28th day of March, nineteen hundred and sixty-two, to the Springfield Convention Hall Association, a corporation, their successors and grantees and assigns, the tract of land commonly known as the `city lot' and located in the city of Springfield, Missouri, between Campbell street and Market street and south of College street, and the building to be erected thereon, excepting that portion of said `city lot' heretofore sold and that portion thereof now occupied by the city with its fire department and city jail, and excepting forty (40) foot strip off of the south side thereof hereby dedicated as a street."

From section 5 of this ordinance it appears that a draft of a lease was presented with the ordinance, and by said section 5 this lease and its terms are approved. In this lease the city of Springfield was denominated the party of the first part, and the respondent herein was the party of the second part. The granting clause of this lease, cutting out the...