Vicksburg Waterworks Co. v. Vicksburg Water Supply Co.

• Decision Date: 18 January 1902
• Citation: 80 Miss. 68,31 So. 535
• Court: Mississippi Supreme Court
• Parties: VICKSBURG WATERWORKS COMPANY v. VICKSBURG WATER SUPPLY COMPANY

31 So. 535

80 Miss. 68

VICKSBURG WATERWORKS COMPANY v. VICKSBURG WATER SUPPLY COMPANY

Supreme Court of Mississippi

January 18, 1902

FROM the circuit court of Warren county. HON. GEORGE ANDERSON Judge.

The Vicksburg Waterworks Company, appellant, was plaintiff in the court below; the Vicksburg Water Supply Company, appellee was defendant there.

On the 23d day of March, 1900, appellee entered into a contract with one Crumpler, whereby it agreed to sell to Crumpler the property of the Vicksburg Water Supply Company after an inspection of the property by Crumpler, and on its proving satisfactory to him. This contract was assigned by Crumpler to the Vicksburg Waterworks Company for a valuable consideration. The contract provided that all the liabilities of the Vicksburg Water Supply Company should be liquidated or provided for by the vendor. On the 8th day of August, 1900 the purchase money was paid, and the contract consummated as provided in the contract of March 23, 1900. The property was all located in the city of Vicksburg. The real and personal assessment roll for Warren county, for the year 1900, was approved by the board of supervisors September 8, 1900, and the levy made September 5, 1900. The city assessment roll of real and personal property was approved by the mayor and board of aldermen September 7, 1900, and the levy of the city taxes was made October 15, 1900. The taxes on this property were paid for the year 1900 by the Vicksburg Waterworks Company, and it brought this suit against the Vicksburg Water Supply Company to recover of it the amounts paid for state county, and city taxes, alleging in its declaration the foregoing facts. Defendant filed a demurrer to the declaration. The cause of demurrer relied on was that the declaration failed to show that the sum paid for city and county taxes was a liability of the defendant on the 23d day of March, or the 8th day of August, 1900. This demurrer was sustained. Plaintiff declined to plead further, and there was a judgment for the defendant. Plaintiff appealed to the supreme court.

S. S. Hudson, for appellant.

There is no conflict in the decisions or the law writers as to the time when the lien for taxes attaches and becomes a liability and a charge upon the property, if the date is fixed by the statute of the state where the property is situated, and when so fixed it will determine as between vendor and vendee. Cooley on Taxation (2d ed.); Harrington v. Hilliard, 27 Mich. 271; Cooper v. Corbin, 105 Ill. 224, S. C., 8 Am Rep., 296.

No lawyer in the state ever doubted that the purpose of the provision making the tax a lien upon the land was to settle the question as between successive owners of the land which of them ought to pay the tax, all agreeing that if conveyed before the day when the lien was made to attach, the vendee must pay the tax of that year; the provision was required for no other purpose, and could take effect in no other way. Desty on Taxation, 736; Fairchild v. People, 94 Ill. 252; Code 1892, § 3746.

Shelton & Ricks, for appellee.

In 18 Am. & Eng. Enc. Law (2d ed.), 846, we find the following very clear and comprehensive definition of liability:

"Liability is defined to be responsibility, the state of one who is bound in law and justice to do something which may be enforced by action. The liability may arise from contract, either expressed or implied, or in consequence of a tort committed."

We find among other definitions given in the notes to the above text the following: "Liability signifies the condition of affairs which give rise to an obligation to do a particular thing to be enforced by action. Hill v. Frazier, 22 Pa. 323.

It seems to us very clear, guided by the light of the above decisions and definitions, and by a reasonable construction of the language and the spirit of this contract, that the words liabilities of the company, as used in the contract means the existing indebtedness of the company at the time of the contract. It certainly was not the intention to assume a responsibility for liabilities to arise after the transaction, and such a construction carried to its natural and logical, though absurd, conclusion would mean that the Water Supply Company should be made to bear all expenses of the plant, and...