Union Improvement Co. v. Commonwealth

• Decision Date: 25 May 1871
• Citation: 69 Pa. 140
• Court: Pennsylvania Supreme Court
• Parties: The Union Improvement Company <I>versus</I> The Commonwealth.

Page 140

69 Pa. 140

The Union Improvement Company versus The Commonwealth.

Supreme Court of Pennsylvania.

May 16, 1871.

May 25, 1871.

May 16th 1871.

Before READ, AGNEW, SHARSWOOD and WILLIAMS, JJ.

Error to the Court of Common Pleas of Dauphin county: Of May Term 1871, No. 94.

COPYRIGHT MATERIAL OMITTED

L. W. Smith and G. W. Woodward, for plaintiffs in error.— The Act of 1868 does not repeal the special exemption granted to this company, it having no repealing clause and no negative words: Sedgwick on Stat. Law 123, 127, 128; Williams v. Pritchard, 4 D. & E. 2; 2 Dwarris on Stat. 514, 532; Williams v. Williams, 4 Seld. 526; D'Arcey's Case, Cro. Eliz. 512; Paget v. Foley, 2 Bing. N. C. 679; Rex v. Pugh, 1 Doug. 179; Brown v. County Commissioners, 9 Harris 43; New York & Erie Railroad v. Sabin, 2 Cas. 242; Commonwealth v. Fayette County Railroad, 5 P. F. Smith 452; Iron City Bank v. Pittsburg, 1 Wright 340.

J. M. McClure and F. Carroll Brewster, Attorney-General, for the Commonwealth.—This taxation does not impair the obligation of the contract: Maltby v. The Reading and Columbia Railroad Company, 2 P. F. Smith 149; Commonwealth v. Fayette County Railroad, 5 Id. 454; Jersey City and Bergen Railroad Co. v. Mayor, &c., of Jersey City, 2 Vroom 580; Morris and Essex Railroad Co. v. Miller, Id. 521.

A contract must have a valuable consideration: Charles River Bridge v. Warren Bridge, 11 Peters 420; Providence Bank v. Pittman, 4 Id. 561.

As to the repeal by the Act of 1868 of former restrictions upon taxation: Commonwealth v. Pittsburg, 10 Casey 523; Brown v. County Commissioners, 9 Harris 42; Brewster v. Hough, 10 N. H. R. 138; Adams v. Ashby, 2 Bibb 96.

The opinion of the court was delivered, May 25th 1871, by WILLIAMS, J.

It is clear that if the company is embraced in the provisions of the Act of May 1st 1868, Pamph. L. 108, it is liable to the tax charged on its capital stock; but it is insisted that it is exempted from its provisions by the supplement to its charter approved the 11th of April 1862, Pamph. L. 446, which declares that the capital stock and dividends of the company shall not be taxable. It is conceded that the legislature, under the right expressly reserved in the act of incorporation, had the power to alter or amend the charter of the company, by imposing a tax on its capital stock; and under the decisions of this court in The Iron City Bank v. The City of Pittsburg, 1 Wright 340, and The Commonwealth v. The Fayette County Railroad Co., 5 P. F. Smith 452, the power to impose such a tax could not be successfully controverted or denied. The only question, therefore, for our determination is, whether the supplement to the charter exempting the capital stock of the company from taxation is repealed by the Act of May 1st 1868, under which the taxes in this case were assessed. This depends on the intention of the legislature as expressed in the terms and provisions of the act. The fourth section declares that "the capital stock of all companies whatever, incorporated by or under any law of this Commonwealth, or incorporated by any other state, and lawfully doing business in this Commonwealth, or that may hereafter be incorporated, except banks and savings institutions and foreign insurance companies licensed in pursuance of the general acts in relation thereto, shall be subject to and pay a tax into the treasury of the Commonwealth, annually, at the rate of one half-mill for each one per cent. of dividend made or declared by such company; and in case of no...