Summary
In People ex rel. Tiffany Co. v. Campbell (144 N.Y. 166) ANDREWS, Ch. J., said: "The unexpressed and incidental powers possessed by a corporation are not limited to such as are absolutely or indispensably necessary to enable it to exercise the powers specifically granted.
Summary of this case from Jacobs v. Monaton Realty Investing Corp.Opinion
Argued November 26, 1894
Decided December 11, 1894
Charles E. Miller and Norton Chase for appellant. T.E. Hancock and John W. Hogan for respondents.
This appeal is from an order of the General Term dismissing a writ of certiorari to review a decision of the state comptroller subjecting to taxation a portion of the relator's capital employed in this state in the years 1889, 1890 and 1891.
The relator is a manufacturing corporation in this state, organized under the general law for the incorporation of manufacturing companies, for the manufacture and sale of gold and silverware and other articles of ornament and use. Its capital, stated in the certificate, is $2,400,000, which by accretion now exceeds $3,000,000. It has a store for the sale of its products in the city of New York. It employs from six to eight hundred men in its manufacturing business in this state and about eighty per cent of its capital. All of this capital, except a portion varying in different years from twelve to fifteen per cent, is invested in its manufacturing business. The portion not employed in that way, amounting on the average to about $300,000 a year, is employed in the purchase and sale of goods, principally of foreign manufacture, of the same general character as the goods manufactured by the relator, but of a cheaper description, which it cannot itself advantageously manufacture, but which are necessary in order to make its stock complete, and to meet the wants of customers. The portion of the relator's capital not employed in this state, being about twenty per cent thereof, is invested permanently in London and Paris, and a small part in New Jersey.
The question presented relates to the rule of taxation as applied to the relator and the basis upon which the tax is to be computed, assuming that to any extent the capital of the relator is taxable.
The relator insists that, being a manufacturing corporation, it was exempted from taxation by section 3 of chap. 542 of the Laws of 1880, which exempted "manufacturing corporations carrying on manufacture within this state," and the further claim is made in behalf of the relator that the amendment of that section by chap. 193 of the Laws of 1889, which inserted the words "wholly engaged in" before the words "carrying on manufacture," contained in the act of 1880, was not intended to and did not affect or qualify the exemption given by the prior act, and that by that act a manufacturing corporation was absolutely exempt from taxation in whatever other business it might be engaged. The comptroller, in settling the tax, while expressing a doubt whether the relator's business within this state was not wholly that of manufacture within the fair meaning of the act of 1889, nevertheless concluded that it was taxable on the portion of its capital employed in this state in the purchase or sale of goods manufactured by other parties, and upon this basis adjusted the tax. The attorney-general claims that the comptroller erred in limiting the tax to the portion of the relator's capital employed in a business outside of the manufacture and sale of its own products, and that by uniting therewith the business of buying and selling other articles, although of the same general character, was not entitled to any exemption because not "wholly engaged" in carrying on manufacture within the state, which, it is insisted, is the condition of exemption of manufacturing corporations, imposed by the act of 1889.
We do not assent to the claim of the relator's counsel that the words "wholly engaged in," contained in the amendment of 1889, do not apply to manufacturing corporations. The plain object of the exemption of manufacturing corporations carrying of manufacturing within this state, from taxation, by the act of 1880, was the encouragement of production, and it was assumed that the employment of capital and labor in the business of manufacture here was a just ground for the exemption. The object of the amendment of 1889 was not to withdraw the protection given by the act of 1880, but to define more specifically than in the prior act, the purpose that the exemption should be confined to corporations whose corporate business was exclusively that of manufacture. Under the broad language of our statutes authorizing incorporations and the provisions of special charters, the corporate powers may be extended to embrace many objects dissimilar in character and not germane to each other. It was to avoid a construction which would enable parties to organize a corporation naming manufacture as one of its objects, for the purpose of escaping taxation, while in fact that purpose might be a mere cover for other corporate enterprises embraced in the same certificate, not within the policy of the legislation exempting manufacturing corporations from taxation. The words in the amendment of 1889 were inserted to prevent this evasion of the statute.
It is claimed that the purchase and sale of goods not manufactured by the relator, merely to complete its stock, and limited to articles which it could not advantageously manufacture itself, was incidental and subsidiary to the exercise of its corporate power as a manufacturing company, and, therefore, within the power granted. It is well settled that a corporation possesses not only powers specifically granted in terms, but (as expressed in the Revised Statutes) such powers "as shall be necessary to the exercise of the powers so enumerated and given." (1 Rev. St. 600, § 3.) The unexpressed and incidental powers possessed by a corporation are not limited to such as are absolutely or indispensably necessary to enable it to exercise the powers specifically granted. Whatever incidental powers are reasonably necessary to enable it to perform its corporate functions are implied from the powers affirmatively granted. (COMSTOCK, J., Curtis v. Leavitt, 15 N.Y. 64.) But powers merely convenient or useful are not implied if they are not essential, having in view the nature and object of the incorporation. The power assumed by the relator in this case to supply from other sources goods which it could not itself profitably manufacture, was a convenient and useful one, and doubtless contributed to the success of its general business, but it cannot, we think, be said to be essential to its business as a manufacturing corporation. The power to sell its products, even if it had not as in this case been expressly included among the enumerated powers, would be necessarily implied in the charter of a manufacturing corporation. Without the power of sale the business of production could not be carried on. The power to sell is an indispensable adjunct to a manufacturing business. But the same considerations do not apply where a manufacturing corporation is also engaged in the purchase and sale of goods manufactured by other parties. This part of the relator's business was not, we think, within its chartered powers.
The question, therefore, arises whether, by engaging in this business, under the circumstances and for the reasons disclosed by the evidence, the relator, whose main and important business was the manufacture and sale of its own products, lost the benefit of the exemption given by the act of 1889, to manufacturing corporations within this state, "wholly engaged in carrying on manufacture." The corporate business of the relator was the manufacture of goods and the sale of its manufactured products. This is the clear construction of its certificate. It employed a small portion of its capital in doing a business not strictly authorized by its charter, viz., the buying and selling of goods manufactured by other persons. The state could have intervened to prevent this usurpation of power, if, in the opinion of the authorities, the public interests required it. The statute of 1889, in exempting from taxation manufacturing corporations "wholly engaged in carrying on manufacture" within this state, had in view corporations whose corporate powers were confined to the exclusive business of manufacturing, and the limiting words were intended to distinguish between such corporations and corporations which embraced a wider scope of power, but which included the power to engage in the business of manufacture. These latter corporations were not exempted, unless, indeed, their actual business was confined to the exercise of this specific power. The statute was not aimed at and did not contemplate the exercise by a corporation of powers ultra vires. If a manufacturing corporation is engaged in business outside of its corporate powers, in connection with its manufacturing business, it does not cease to be "wholly engaged" in the business of manufacture; that is to say, its only legal and authorized business was that of manufacture. It subjected itself to taxation upon that portion of its capital so used, but nevertheless it remained a corporation which, so far as it exercised its legal powers, was "wholly engaged" in manufacture, and, therefore, entitled to exemption as to its manufacturing business.
The conclusion reached by the comptroller worked exact justice. It exempted the relator as a manufacturing corporation from taxation. It imposed a tax on its capital employed in outside and unauthorized transactions. The relator cannot be heard to complain of taxation to this extent, or that it was not capital taxable under the law of 1889. The apportionment of a tax under circumstances, in many respects, similar to this has been sustained by the courts of Pennsylvania. ( Com. v. Lackawanna Co., 129 Pa. St. 346; Com. v. Wm. Mann Co., 150 id. 64.) The case is not free from difficulty. But it is to be borne in mind that very few corporations would be entitled to exemption if the exemption was lost by proof that the corporation had done some business not within its corporate powers. The rule we adopt maintains the policy of the statute, while it subjects all the property of the corporation, outside of its legitimate business, to taxation.
The order below should be affirmed.
All concur, except BARTLETT, J., not voting.
Order affirmed.