State v. State Bd. of Assessors

Decision Date07 June 1894
Citation29 A. 442,57 N.J.L. 53
PartiesSTATE (KIRKPATRICK, Prosecutor) v. STATE BOARD OF ASSESSORS.
CourtNew Jersey Supreme Court

Certiorari by the state, prosecuted by Andrew Kirkpatrick, receiver of the Domestic Sewing-Machine Company, against the state board of assessors, to review a franchise tax assessment. Case laid over for 30 days to take further testimony.

Argued February term, 1893, before DEPUE and REED, JJ.

Coult & Howell, for prosecutor. William Y. Johnson, for defendant.

DEPUE, J. This certiorari brings up a franchise tax assessed upon the Domestic Sewing-Machine Company by the state board of assessors for the year 1893. The return of the company on which the assessment was computed was made May 3, 1893. The assessment made by the board was filed with the comptroller June 5, 1893. Between the date of the return made by the company and the filing of the assessment in the comptroller's office, to wit, June 2, 1893, proceedings in insolvency were commenced against the company, and Andrew Kirkpatrick was appointed received. The insolvency proceedings are still pending, and the corporation has not been dissolved. This writ is sued out by the receiver.

Putting a corporation in charge of a receiver does not work its dissolution. The corporation continues to exist until its dissolution is effected either by surrender or judicial decision. Meanwhile the corporation exists with all its franchises, exercisable by the receiver in the management of its affairs, subject to all the duties, obligations, and liabilities that rested upon the corporation itself, among which is liability to taxation, the same as the corporation itself would have been subject to in case the management and control of its affairs had not been committed to a receiver. State v. Board of Railroad Com'rs, 41 N. J. Law, 235. This conclusion disposes of all the reasons relied on for setting aside this assessment except the first.

The reason for reversal to be considered is in these words: "Because the Domestic Sewing-Machine Company is a manufacturing corporation, organized under the laws of the state of New Jersey, and carrying on business in this state, fifty per centum of whose capital stock, issued and outstanding, was at the time of the imposition of said tax invested in manufacturing carried on within this state." The act in virtue of which this assessment was made contains a proviso that the act shall not apply to manufacturing or mining corporations at least 50 per centum of whose capital stock issued and outstanding shall be invested in mining or manufacturing carried on within this state. If any manufacturing or mining company carrying on business in this state shall have less than 50 per centum of its capital stock issued and outstanding invested in business carried on within this state, such company shall pay the annual license fee or franchise tax therein provided, but shall be entitled, in the computation of such tax, to a deduction from the amount of its capital stock of the assessed value of its real and personal estate so used in manufacturing or mining. P. L. 1892, p. 139, § 4. The amount of the tax laid is $1,431.10. It was computed upon the following basis:

Capital stock issued.............. $1,641,100

Less amount of real and personal estate invested in manufacturing in New Jersey................. 210,000

$1,431,100

On this sum of $1,431,100 the tax was laid of one-tenth of 1 per centum, amounting to $1,431.10. This computation was made upon the statements contained in the return made by the officers of the company before the receiver was appointed, and is in all respects in conformity with such return. The receiver in this suit contends that the company is not liable to the tax in question, for the reason that it had at least 50 per centum of its capital invested in business carried on within this state, and was therefore exempt from this taxation by force of the proviso above referred to. The facts upon which this contention rests are quite complicated. A corporation called the Domestic Machine Company was organized in 1870, under the general manufacturing laws of the state of Ohio. The Ohio company acquired a large manufacturing plant in the city of Newark, which was operated for the manufacture of sewing machines. A corporation called the Domestic Manufacturing Company was incorporated under the laws of this state, by a certificate filed May 3, 1881, with a capital of $200,000. This company was organized by parties interested in the Ohio company, by the authority of the board of directors of that company, as a matter of convenience for the transaction of its business. Shortly after the organization of the Domestic Manufacturing Company in this state, the Ohio company transferred to it its entire manufacturing plant then located at Newark, consisting of its tools, machinery, and fixtures, and materials, manufactured, unmanufactured, and in the process of manufacture, but not including its real estate in Newark, which was purchased by the Ohio company, and title taken in the name of Eli J. Blake, as trustee for the Ohio company. The...

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4 cases
  • In re Detroit Props. Corp.
    • United States
    • Supreme Court of Michigan
    • June 1, 1931
    ...franchise of the corporation ‘to be’ and seems to be collectible until legal dissolution or its equivalent. Kirkpatrick v. State Board of Assessors, 57 N. J. Law, 53, 29 A. 442;In re United States Car Co., 60 N. J. Eq. 514, 43 A. 673;Duryea v. American Woodworking Machine Co. (C. C. N. J.) ......
  • Venner v. Denver Union Water Co.
    • United States
    • Supreme Court of Colorado
    • June 3, 1907
    ... ... filed with the proper officials in this state the certificate ... necessary to authorize it to transact business in Colorado, ... designating ... 464, 17 P. 272; Paddack v ... Staley, 13 Colo.App. 363, 58 P. 363; Kirkpatrick v ... Assessors, 57 N. J. Law, 53, 29 A. 442; N. J. So. R. R. Co ... v. R. R. Com'rs, 41 N. J. Law, 235. The fact ... ...
  • Mayor and Bd. of Aldermen of Town of Dover v. Texlite, Inc.
    • United States
    • New Jersey Superior Court – Appellate Division
    • February 8, 1971
    ...in the absence of fraud or bad faith rebuttable. See 51 Am.Jur., Taxation, § 667 at 629. We do not regard Kirkpatrick v. Board of Assessors, 57 N.J.L. 53, 29 A. 442 (Sup.Ct.1894), as clear or cogent authority for a contrary As to Briggs Manufacturing Company This appeal involves taxability ......
  • Fisher v. Bull
    • United States
    • United States State Supreme Court (New Jersey)
    • June 18, 1894
    ... ... On August 5, 1881, an action was begun in the supreme court of the state of New York by the Worthington Brick Company, as plaintiff, against the said executors, for the ... ...

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