June Term, 1853
S. Jones and H. Ketchum for appellants.
S.A. Foot, for respondent.
The various questions raised and discussed in these suits have, with two exceptions, been heretofore considered and determined by this court. If it was customary to review matters once deliberately decided, nothing has been advanced by the distinguished counsel who have argued for the appellants, to induce us to depart from our former decisions.
The statute under which the plaintiff organized, provides, that when applications to the amount of $500,000 shall be received, trustees may be chosen: that premiums paid in the first instance shall constitute the assured stockholders, and shall never be withdrawn from the company. This fund, although permanent and liable for all losses and expenses of the corporation during the continuance of its charter, is not, it is said, capital, because it was not constituted with a view to profit, but as the price of indemnity; capital, we are told, being money invested in business, with a view to profit. The whole agrument against the taxation of this class of corporations to any extent, under the existing laws, rested upon this assumption. The answer to it is, that the premiums are advanced by the persons seeking insurance, with a view both to indemnity and profit. By the payment of the premium, the assured is entitled to indemnity, but the same act constitutes him a stockholder, and in that capacity he acquires a new interest in the fund he has parted with, for a full consideration. The money becomes capital to the company of which he is a member, to be used in sustaining its credit, in paying losses, in investments by way of loan, the proceeds of which are ultimately to be divided among the stockholders.
Again, it is said that profits are not capital, and therefore can not be taxed as such. This may be conceded as an abstract proposition. But the appellants must go farther, and prove that profits can not be made capital, either by contract or the act of the legislature. In ordinary copartnerships, where profits, by the agreement of the partners, are directed to accumulate, as a basis of credit or of more extended operations in a particular business, they become capital; and in the case before us, the legislature has provided for an accumulation to the amount of $500,000; and in addition the agents of the corporation, in eighteen hundred and forty-six, determined, by a formal resolution, as they rightfully could do, that no division of the profits should be made until the accumulated earnings should exceed one million of dollars. These accumulations became capital, and liable for all debts of the corporation. It was said that the profits declared at the end of each year in pursuance of the act, became the property of the stockholders respectively. We do not so understand the statute. The credit upon the books of the company, and the certificates issued to its members, merely designate the interest of the respective stockholders in the corporate funds. No property passes, nor any right to the specific sum of money; and no debt against the company is created. But the credits and certificates answer the same purpose as the stock certificates in institutions of fixed capital. They entitle the stockholder to receive an amount of the dividends, when made, in proportion to the amount paid in or secured. But in the mean time, the whole fund in corporations of this description, like the capital in the other class of institutions, continues liable for their debts, so that the proportional residuum only, after deducting the losses and expenses of the corporation, is represented by the certificate, in either case. Under the old system, the capital was paid in, in whole or in part, by a time designated. In mutual companies, on the contrary, contributions may be made, from time to time, to the capital; and an interest, not merely derivative but original, acquired in it, so long as they continue to transact business.
Again, the 11th section of the act provides, that no dividends or redemption of certificates shall take place until the accumulations exceed $500,000. When this limit is reached, the excess may be so applied, in the discretion of the trustees. The accumulations may, therefore, go on: in other words, the capital may increase from year to year; and this corporation, as we have seen, has resolved, within the spirit of the statute, that they should proceed until they reached the sum of one million of dollars. As the capital, therefore, is not limited to one half million of dollars, the tax should not be restricted to that sum, but may extend to the whole capital, or to the accumulations intended to be used as capital.
The questions as to the constitutionality of the act of 1850, arises in the case last argued only.
One objection to the constitutionality of this law was, that by its provisions, such portion of the contingent expenses of the city of New York as related to repairing, improving and cleaning the streets south of Thirty-Fourth street was required to be assessed upon property within that part of the corporate limits lying south of that street, instead of being assessed upon the city at large. The effect of this provision is to subject the property of individuals specially benefited, or supposed to be benefited, by the particular expenditure, to the tax necessary to defray it. This objection would apply with the same force to every local assessment. These were, however, decided by this court to be valid in The People v. Mayor of Brooklyn, (4 Comst. 419.)
The last objection discussed was as to the unconstitutionality of the law of 1850, under which the tax was imposed, by reason of a supposed defect in the title.
The constitution provides that "no private or local bill, which may be passed by the legislature, shall embrace more than one subject, and that shall be expressed in the title." ( Con. Art. 3, § 16.) The law in question is entitled "An act to enable the supervisors of the city and county of New York to raise money by tax." It contains but a single section, and authorizes the body named in the title to raise and collect, according to law, by tax, a sum not exceeding $1,606,675 for contingent expenses; $402,000 for public expenses; $185,000 for lamp district; and $295,000 for deficiency in the taxes of the preceding year. A part of the contingent expenses accruing from repaving the streets, c., to be levied on property south of Thirty-fourth street, and the sum for the lamp district is to be collected within a district to be designated by the common council.
The title of the act embraces but one subject, the power to tax, — conferred upon the board of supervisors, — and is so far a compliance with the constitution. When we look at the body of the statute, we find that subject regulated and modified by special provisions, and the objects designated for which the taxes are to be levied. But these, it seems to me, are not distinct subjects within the meaning of the 16th section. If the power granted to levy the tax is one subject, which has not been questioned, then if the mode in which that power is to be exercised is another, there would be no way of complying with the constitution except by embodying the whole act in the title. So the purposes for which the money is to be raised are not different subjects, but rather the grounds assigned in the statute for the grant of the authority to tax, and for its limitation. The act does not appropriate a given sum for contingent expenses, and another for the deficiency of the preceding year, c., but simply declares that an amount not exceeding a certain sum may be raised for that purpose. The tax, when levied, must then be appropriated by the proper authority to the particular subjects and individuals entitled to it respectively.
There must be but one subject, but the mode in which the subject is treated, or the reasons which influenced the legislature, could not, and need not be stated in the title, according to the letter and spirit of the constitution. I think this law is addressed to a single subject, and that is expressed in the title. Whether the description of the subject might not, with propriety, be more specific, it seems to me is a question for the legislature rather than for the courts. The purpose of the sixteenth section was, that neither the members of the legislature, nor the public, should be misled by the title; not that the latter should embody all the distinct provisions of the bill in detail.
The judgment should be affirmed.