Commonwealth v. Phila. & R. R.

Per Ctjriam : During the years 1881, 1885,1886, and 1887 the defendant company declared no dividends. The capital stock was appraised for the purpose of taxation by its secretary and treasurer, in accordance with the provisions of § 2 of the revenue act of 1879, at its actual value in cash between the first and fifteenth days of November in each year, which actual value thus declared was the average price at which said stock sold during each of said years. It appears, however, that the average selling price of its stock upon the Philadelphia stock exchange, between the first and fifteenth of November in each year, was higher than the average price for the year, at which the stock had been appraised by the officers of the company and returned to the auditor general. The commonwealth contends that the stock should have been appraised at its highest selling value between the dates last named, and cites Penna. R. Co. v. Commonwealth, 94 Pa. 474, as authority for this proposition. We do not think, however, that case sustains the contention of the commonwealth. The plain object of the November appraisement of the stock of non-dividend paying corporations, or those paying less than six per cent, is to ascertain the actual value in cash of such stock at that time; not less, however, than the average price which said stock sold for during the year. The selling price during November may not always be a true test of its value at that time. It is a mode of ascertaining the value, but not the only one. The fluctuations in the stock market are sometimes sudden and violent; and, from causes in no way affecting its actual value, a particular stock may for a short period advance in the stock market beyond its intrinsic or actual value. On the other hand, for the same reasons it may fall below its actual value. Penna. R. Co. v. Commonwealth, supra, was not intended to be in conflict with these views, nor do we think it will be found so when properly considered in con [82] uection with the point decided. In that case, the company admitted that the selling price of its stock in November .fairly represented its actual value ; while, in the case in hand, the court below has distinctly found that the selling prices between the first and fifteenth of November “ were higher than the actual value in cash of said stock between. those dates,” and, further, that it did not exceed in value the amount.at which it had been returned. It is true, the commonwealth contends that this finding was without evidence to support it. We do not think so. On the contrary, there was evidence from which the court might fairly have found that the actual value of the stock was far less than the value returned by the company, and that, if it had any actual value whatever, it was a mere speculative value, depending upon the forbearance of the creditors of the company. During these'years the company was seriously embarrassed, and was in the hands of receivers. It was liable to foreclosure upon some of its mortgages, and the value of its stock depended largely upon the success of certain schemes of re-organization. There was testimony to show that a foreclosure and sale of property, without first perfecting those schemes, would probably have resulted in an entire obliteration of the stock. The case resolves itself into a mere question of fact, which has been found by the court below against the commonwealth. In Commonwealth v. Railroad Co., 37 Leg. Int. 407, a case which is upon all fours with this, and which was heard and decided at the same term with Penna. R. Co. v. Commonwealth, supra, it was said by this court: “We have frequently held, in such cases, that the same effect should be given to the findings of fact as if found by a jury. In this case, the court found that, in fixing the actual cash value of the stock at $42 per share between the first and fifteenth days of November, 1879, the company made a correct valuation. We are not able to find in the record such clear and preponderating evidence of a greater value, as to justify a reversal of this finding of fact. As it does not appear that this valuation was less than the average price at which said stock sold during the year preceding, the legal question that might otherwise have arisen is unimportant in this .case.” Judgment affirmed.