Warr v. Hodges

• Decision Date: 06 January 1920
• Citation: 234 Mass. 279,125 N.E. 557
• Parties: WARR v. HODGES, City Treasurer, etc.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

234 Mass. 279

125 N.E. 557

WARR

v.HODGES, City Treasurer, etc. ^*

Supreme Judicial Court of Massachusetts, Bristol.

Jan. 6, 1920.

Appeal from Superior Court, Bristol County; Louis S. Cox, Judge.

Suit by Ida M. Warr against Lewis A. Hodges, City Treasurer and Collector of Taxes. From a decree dismissing the bill of complaint, plaintiff appeals. Affirmed.W. A. Bellamy and S. P. Hall, both of Taunton, for appellant.

John B. Tracy, City Sol., of Taunton, for appellee.

RUGG, C. J.

This is a suit in equity to restrain the tax collector from levying upon shares of stock, owned by the plaintiff individually and not as administratrix, in a corporation, to satisfy a tax assessed upon her as administratrix of the estate of Louis Busiere in the city of Tauntion. It is alleged in the bill that the defendant is threatening and attempting to levy upon and sell at public auction such shares of stock by virtue of his tax warrant and without seizure or surrender of the certificate and without its transfer having been enjoined. These allegations of fact must be accepted as true because the case is presented on demurrer.

The levy upon shares of stock in corporations by a tax collector for the satisfaction of unpaid taxes, to be accomplished by leaving with designated corporate officers an attested copy of the tax warrant and a certificate of seizure followed by a sale of such stock, was authorized by the General Tax Act, St. 1909, c. 490, pt. 2, §§ 21 and 24. Such sale was to be made subject to the provisions of R. L. c. 177, §§ 49 and 50, which provided amongst other matters for the issue of a new certificate to the purchaser.

All this was changed, however, by the general court in 1910. The Uniform Stock Transfer Act, chapter 171 of the acts of that year, covers the whole field of the transfer of certificates of stock in corporations. By section 1 it is provided that title to such shares shall be transferred only by delivery of the certificate either (1) with indorsement thereon of the person named on the face as owner, or (2) with a separate document of assignment by such person. It further is provided by section 13 that--

‘No attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined.’

By section 19 the purpose of the act is declared to be uniformity of the law in the several states which enact it. By St. 1910, c. 531, provision is made that shares of stock in corporations shall be attached only in equity. By section 1 of said chapter 531, there is repeal of sections 49 and 50 of R. L. c. 177, subject to which the tax collector was required to proceed in making the levy authorized by section 24, pt. 2, of the General Tax Act. By section 2, the provisions of R. L. c. 159, § 3, cl. 7, are extended so as to permit suits to reach and apply shares of stock in corporations, whether the plaintiff is a creditor or not and whether the suit is founded on a debt or not. That remedy is open to the tax collector. Boston v. Turner, 201 Mass. 190, 87 N. E 634; H. C. Kilbourne Co. v. Standered Stamp Affixer Co., 216 Mass. 118, 103 N. E. 469.

[5] These statutes of 1910 have the effect of repealing the special power conferred upon the tax collector by part 2, §§ 21 and 24, of the General Tax Act to levy upon shares of stock in a corporation in satisfaction of the amount due from a delinquent taxpayer. This conclusion is required by the sweeping language and manifest purpose of said chapter 171. Its design as ecpressed in its title and elsewhere in its provisions is to establish uniformity as to the transfer of shares of stock in corporations. That end could not be accomplished if specific exceptions to its general rules were permitted to survive. Doubtless a further purpose was to prevent the loss and confusion that well might result from two certificates being outstanding at the same time representing the same stock. See Parkhurst v. Almy, 222 Mass. 27, 109 N. E. 733. Those ends are of importance in a multitude of commercial transactions. The Legislature by these two statutes of 1910 in substance has declared that in general there shall be safety in dealing with certificates of stock on the footing that they show their true title by their face, by their indorsement, or by their written assignment. The purpose of the act was to enable those dealing with certificates of stock to rely as to title upon the facts disclosed within the four corners of the document itself or its accompanying assignment. See in this connection Baker v. Davie, 211 Mass. 429, 97 N. E. 1094,37 L. R. A. (N. S.) 944. The security of a large bulk of credit and banking business may be though to rest upon reliance on the provisions of the Uniform Stock Transfer Act. Under these circumstances urgent reasons would be required to lead to the adoption of a construction of the act which would preserve exceptions to that general rule and to the consequent unsettling of titles based upon compliance with its provisions. Every practical consideration favors adoption of the view that the provisions of sections 21 and 24, pt. 2, of the General Tax Act, permitting levy by a tax collector under his own warrant upon shares of stock in corporations, are no longer operative. Sound statutory construction leads to the same view. When the Legislature has dealt in a comprehensive way with an entire subject, the general principle is that previous conflicting provisions of the law are not continued in force. Doyle v. Kirby, 184 Mass. 409, 68 N. E. 843;Attorney General v. N. Y., N. H. & H. R. R., 197 Mass. 194, 83 N. E. 408;Crocker v. Justices of Superior Court, 208 Mass. 162, 178, 94 N. E. 369,21 Ann. Cas. 1061.

The express repeal by said chapter 531, § 1, of those sections of R. L. c. 177, subject to which the tax collector was required to proceed in making his levy upon such certificates, is strong confirmation of the view that his power to make such levy was itself repealed by section 24 of St. 1910, c. 171. This conclusion is strengthened by St. 1919, c. 349, § 2, enacted since this suit was instituted whereby section 24, pt. 2, of the General Tax Act has been expressly repealed without reservation as to existing proceedings.

The tax collector is clothed with ample authority by part 2, § 33, of the General Tax Act to proceed in orderly fashion to secure a lien and a sale of shares of stock in payment of his tax, without doing violence to any provisions of the law requiring uniformity in transfers of shares of stock. Rioux v. Cronin, 222 Mass. 131, 109 N. E. 898.

It does not follow, however, that the plaintiff is entitled to relief in this proceeding. It is a general principle that a suit in equity will not lie to restrain a tax collector from proceeding...