Woodsum Steamboat Co. v. Town of Sunapee

• Decision Date: 07 April 1908
• Parties: WOODSUM STEAMBOAT CO. v. TOWN OF SUNAPEE.
• Court: New Hampshire Supreme Court

69 A. 577

74 N.H. 495

WOODSUM STEAMBOAT CO.

v. TOWN OF SUNAPEE.

Supreme Court of New Hampshire. Sullivan.

April 7, 1908.

Transferred from Superior Court, Sullivan County; Chamberlin, Judge.

Petition by the Woodsum Steamboat Company against the town of Sunapee for the abatement of taxes. Cause transferred from the superior court upon an agreed statement of facts. Petition dismissed.

The plaintiff is a corporation organized under the General Laws in 1886. The articles of agreement, recorded in the office of the Secretary of State and of the city clerk of Concord, provide as follows: "(2) The place in which its business shall be carried on shall be Concord, New Hampshire. (3) The object for which this corporation is established is for the purpose of building a steam vessel or vessels, equipping the same, and performing everything necessary for the navigation of the waters of Sunapee lake, in New Hampshire, for the purpose of carrying and transporting passengers, express, freight, and mail matter on said lake." The corporation owns and operates boats, valued at over $10,000 on Sunapee Lake. The lake is situate in Sunapee, Newbury, and New London, and the plaintiff owns real estate in each of those towns. About one-half the plaintiff's business is done in Sunapee, and the rest in Newbury and New London. Its boats start from Sunapee in the morning and return at night. When not in use, they are kept in Sunapee, summer and winter, except that one small boat is usually kept in Newbury during the winter. The general manager, clerk, and treasurer of the corporation reside and have their offices in Concord. The annual meeting of the corporation is held in that city, and the books and records of the corporation are kept there. In 1907 the plaintiff was advised that its boats were taxable in Concord, and thereupon returned them for taxation and was taxed for them in that city. The defendants also taxed the boats to the plaintiff, and upon a refusal of the selectmen to abate the tax this appeal was taken.

Mitchell, Foster & Lake and Edmund S. Cook, for plaintiff. Frank O. Chellis and Martin & Howe, for defendant.

PEASLEE, J. It has been decided in this state that corporations are not persons within the meaning of the statute for taxing polls and estates (Rev. St. 1842, c. 40, § 1; Pub. St. 1901, c. 56, § 1), but that their taxable estate is assessed by virtue of the act providing for its taxation where the corporation is situate (Rev. St. 1842, c. 40, § 5) or is located (Pub. St 1901, c. 56, § 9). Nashua Savings Bank v. City of Nashua, 40 N. H. 389, 392. But whether the situs of a corporation is called its residence, or situation, or location, the result in the present case will be the same. The plaintiff's property is taxable either under the law pertaining to vessels (Pub. St. 1901, c. 56, § 12), or that as to boats and launches. Laws 1905, p. 414, c. 25, § 1. In either event, it is to be taxed at the place of residence of the owner, if in the state; otherwise at the home port, or at the place where the property was on April 1st. This property was at its home port in Sunapee on that date, and so was rightly taxed there if the corporation resided in that town, or if it had no residence in the state.

The plaintiff's claim is that it had a residence apart and distinct from the place where its business was executed, and that its property of this class should be taxed to it at such residence. This contention cannot be sustained. A voluntary corporation's residence (so far as it has one) is the town or city where its business is principally executed. A town where it merely maintains an office and holds meetings of stockholders cannot be its residence within the meaning of the statute. Kennett v. Company, 68 N. H. 432, 39 Atl. 585. The original voluntary corporation law of this state provided that the articles of agreement should state "the place within which its business is to be carried on," and that "it shall not do business in any other places than those mentioned in said articles." Laws 1866, p. 3246, c. 4224, § 2. The articles were to be recorded in the "town in which the business is to be carried on." Id. § 1. Copies of all by-laws were to be filed in the office of the clerk of "each city or town where they transact their business." Id. § 5. A statement of its condition upon organization was to be filed with the clerk of the "town in which the association proposes to do business"; and a similar aunual statement was to be "filed and recorded in the clerk's office of each town or city in which the association does business." Id. § 7. The commissioners of 1867 provided that the articles should state "the place in which its business is to be carried on" (Com'rs' Rep. Gen. St. 1889, c. 139, § 2), and should be "recorded in the office of the clerk of the town in which the principal business is to be carried on" (Id. § 1). The prohibition against doing business elsewhere was omitted. Changes of capital stock were to be recorded in "the town where its principal business is carried on" (Id. § 4), statements of condition upon organization in "the town in which the corporation proposes principally to do business (Id. § 5), and annual returns in "the town in which the corporation principally does business" (Id. § 5). Taking these sections together, it is evident that the phrase "the place in which its business is to be carried on" means the place where the principal business of the corporation is executed. There is no evidence of any ...