The State ex rel. St. Louis, Kansas City & Colorado Railroad Co. v. Cook
| Decision Date | 06 January 1903 |
| Citation | 71 S.W. 829,171 Mo. 348 |
| Parties | THE STATE ex rel. ST. LOUIS, KANSAS CITY AND COLORADO RAILROAD COMPANY v. COOK, Secretary of State |
| Court | Missouri Supreme Court |
Writ denied.
Jno. H. Overall for relator.
(1) If there was nothing in the statutes on the subject but the words quoted in respondent's brief, viz.: "to pay an incorporation tax or fee equal to those required of similar corporations formed within and under the laws of this State," respondent might possibly be correct. But the statute says that such corporation "shall be required to pay into the treasury of this State upon the proportion of its capital stock represented by its property and business in Missouri." The respondent says that relator has the right under its charter to build eight hundred and fifty miles of road in Missouri. Every other foreign corporation has the right to invest its entire capital stock in property and business in Missouri, and, if so, they must, under the law of 1891, pay a capitalization tax on their entire amount of capital stock, but they do not put it all into property and business in this State, and, hence, do not pay on their entire capital. It might have been well for the Legislature to have required all foreign corporations to pay a capitalization tax on all their authorized capital stock, the same as domestic corporations, but the Legislature seemed to think otherwise and the Constitution has not given to any other person the right to pass laws for it. How respondent gets at the number of miles of road plaintiff will finally build is not shown to the court, as it is equally unknown to relator. (2) It is declared by section 1025, Revised Statutes 1899, as follows: "Provided that the requirements of this article to pay incorporation tax or fee shall not apply to railroad companies which have heretofore built their lines of railway into or through this State." The Legislature acting consistently with the provisions and spirit of the Constitution, did not intend that the law should be retroactive and impose upon plaintiff a back tax which the relator had no reason to expect when it invested sixteen hundred thousand dollars in the construction of its road in this State. It came into this State by the invitation of the laws of Missouri with which it fully complied and invested $ 1,600,000 in the building of its road in Missouri and thereby added so much to the wealth of the State. Railroad v Lewright, 113 Mo. 660. If, as relator contends, its railroad was built into this State, it having been completed from St. Louis to Union prior to the date of the approval of the Act of 1891, then all it was required to do was to file its articles of association with the Secretary of State and pay him his filing fee. The law in this respect has not been changed from that date to this, and, therefore, if relator is now permitted to file its articles of association, it may do so upon paying to the Secretary of State his filing fee, all that was required by the act when it went into effect. It would not then have been required to pay a corporation tax because the law said and still says that a foreign corporation that has built its road into this State shall not be required to pay a capitalization tax. If by failure to file its articles of association at the time the law of 1891 went into effect, plaintiff is now required to pay a capitalization tax "upon the proportion of its capital stock represented by its property and business in Missouri," then it is not required to pay upon the proportion of its capital stock that it may under some remote possibility hereafter invest in Missouri, but such proportion as at present invested. (3) Relator suggests that the provision of its charter for the maintenance of a telegraph line is not for the purpose of organizing a telegraph company, but for the purpose of using appliances which may become necessary for the successful operation of its road. It is not alleged in respondent's answer that relator has a telegraph line or intends to have one. Nor is it true that it has such line or intends to build one. The government of its trains is controlled by the wires of the Western Union Telegraph Company.
Edward C. Crow, Attorney-General, and Sam B. Jeffries, Assistant Attorney-General, for the State.
(1) The motion to quash should be sustained for the reason that the amended articles of the company show that it was organized under the laws of the State of Kansas, for the purpose of constructing, as proposed by its articles, eight hundred and fifty miles of railroad in the State of Missouri and only fifty miles in the State of Kansas, of which about forty miles were constructed or acquired in this State prior to the approval of the Act of 1891, and it is therefore, under the laws of Missouri, chargeable with a corporation tax on said eight hundred and fifty miles, at a valuation of not less than ten thousand dollars per mile, as required of railroads organized under the provisions of article 2, chapter 12, Revised Statutes 1899. (2) The motion to quash should be sustained for the further reason that as the charter of relator authorizes it to construct and maintain eight hundred and fifty miles of railroad in the State of Missouri, in order to obtain a certificate or license to do business in Missouri, and enjoy the rights and benefits set forth in its charter, it is required by section 1025, Revised Statutes 1899, to pay "an incorporation tax or fee equal to those required of similar corporations formed within and under the laws of this State," to-wit, not less than ten thousand dollars for every mile of standard-gauge road constructed or proposed to be constructed, which upon the mileage authorized in Missouri amounts to $ 4,276.50. It is the contention of the Secretary of State that this latter amount should be paid by the relator before it can receive a certificate of authority to transact business in Missouri. (3) The petition of the relator shows that the road contemplated by its charter has not been flnished and put in operation within ten years from the date claimed by it to have entered this State and therefore, its powers to construct and operate the proposed road have ceased, saving and excepting the operation of that portion of its road which was finished and in operation at the end of ten years from the date of its charter. Sec. 1161, R. S. 1899. Foreign corporations being subject "to all liabilities, restrictions and duties which are or may be imposed upon corporations or like character organized under the general laws of this State they shall have no other or greater power." Sections 1024 and 1161, R. S. 1899.
OPINIONIn Banc
Mandamus.
The relator is a railroad company incorporated under the laws of Kansas. It has applied to the defendant, the Secretary of State, for a certificate to authorize it to do business as a foreign corporation in this State, as provided by section 1025, Revised Statutes 1899, but the application has been denied, on the ground, among others, that the relator has not paid incorporating taxes and fees equal to those required of similar corporations organized under the laws of this State as the statute requires, and this suit is brought to obtain a writ of mandamus to require the Secretary of State to issue the license.
The petition shows the following facts: That the relator was incorporated in Kansas in 1884, to construct and operate a standard-gauge railroad from a point in the western line of Seward county, Kansas, through certain counties named in Kansas and Missouri, to the Union Depot at Kansas City thence through certain other counties in Missouri to the city of St. Louis. That in 1887 the charter was amended, increasing the number of directors and changing the line of the proposed road, beginning in the city of St. Louis and running through certain counties specified to Kansas City, with several other routes branching off from that and other branches, one of which was aimed to reach Fort Scott, Kansas, another Ottawa, Kansas, and another Girard, Kansas. That prior to April 21, 1891 (the date of the act prescribing the terms on which a foreign corporation is entitled to a license to do business in this State), relator "had built its line of railway into this State), having theretofore built its line of railway in this State from the city of St. Louis to the town of Union, in Franklin county," and that the proportion of its capital stock represented by its property located and its business transacted in this State was $ 1,600,000, and that on February 11, 1902, the date of the application to the Secretary of State for a license, that proportion had increased by expenditures extending the road, to $ 1,939,000. That having thus built its road into this State, relator is entitled to the certificate and license upon paying the fee of $ 1.50 prescribed by law for issuing the same without paying any sum, as for the quasi-incorporating tax under the proviso to section 1025, which is: "that the requirements of this article to pay incorporation tax or fee shall not apply to railroad companies which have heretofore built their lines of railway into or through this State." That relator had duly tendered to the Secretary of State copies of its charter and the amendment thereto, together with the affidavits of its president showing its place of business in this State, the proportion of its capital stock as above specified employed here, and that it was not in any pool or trust, etc. That at the same time relator tendered to the Secretary of State the legal fee of $ 1.50 for issuing the certificate, and tendered for payment into the State treasury $ 825 as for the incorporating tax on $ 1,600,000 if it should be held that relator was liable for such tax on the...
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