Middletown Ferry Co. v. Town of Middletown

Park, J. The statute in relation to the assessment and collection of taxes, (Gen. Statutes, page 710,) provides that the personal property of certain corporations shall be assessed and set in the list of the towns in which such corporations have their principal place of business or exercise their corporate powers. The plaintiffs’ corporation comes within this provision of the statute, and the plaintiffs claim, and the court has found, that during the time covered by the plaintiffs’ declaration they had their principal place of business and exercised their corporate powers in the town of Portland. This finding of the court would seem to decide the case in favor of the plaintiffs, unless it can be said, as a matter of law, that the principal place of business of a corporation, or [70] where it exercises its corporate powers, is where the business of the corporation is being carried on by its servants and agents, who perform such duties as the corporation requires of them. It appears in the case that the town of Middletown extends to the east side of the Connecticut River, and that consequently the ferry boats of the plaintiffs, in plying back and forth from the east to the west shore of the river in the performance of the business of the plaintiffs, are all the time within the limits of the defendant town; and hence the defendants claim that, during the time in question, the principal place of the business of the plaintiffs, or where they exercise their corporate powers was upon their ferry boats on the river, although the court has found that, previous to the time in question, the stockholders of the plaintiffs’ corporation, in legal meeting, duly warned and held, voted, in good faith, to change its place of business from the town of Middletown to the town of Portland, where four-fifths of the stock of the corporation was owned and held, and where a majority of the directors resided; and although all the regular and special meetings of the corporation and of the directors have ever since been there held, and all the books and papers of the corporation, except such as have been in daily use in carrying on the business of the corporation, have been there deposited. We think it is clear that the principal place of the business of a corporation, or where it exercises its corporate powers, within the meaning of the statute, is where the governing power of the corporation is exercised ; where those meet in council who have a right to control its affairs and prescribe what policy of the corporation shall be pursued, and not where the labor is performed in executing the requirements of the corporation in transacting its business. It may be true in the sense of “quifacit per aliwm_ facit per se,” that a corporation may be said to exercise its corporate powers wherever its business is being transacted, but in this statute the expression is used 'in a stricter sense. It has reference to what is done directly by the corporation itself in the management of its affairs, and not to what is done by others in obedience to [71] its requirements. We think this claim of the defendants is untenable. In the decision we have made of this question, we have not considered what would be the effect, if a corporation should change its principal place of business in order to avoid a rate of taxation in the town from which the removal is made, higher than it would be subject to in the town to which it has removed its principal place of business. There is nothing in the case tending to show that this corporation changed its principal place of business for any such purpose, and we are therefore bound to consider the change as made in good faith. Again, it is claimed that the plaintiffs had no right under their charter to change their principal place of business, or the place where they had exercised their corporate powers; that this place having once been established by the charter in the town of Middletown, it must there remain, and that it did consequently remain there during the years in which the assessments of the plaintiffs were made. But we discover nothing in the charter which sustains this claim. Nothing in it has been pointed out, except some expressions from which a slight inference might bo drawn that it was expected that the corporation would remain a Middletown corporation, but this is not sufficient to make void the acts of the corporation in removing its principal place of business from the town of Middletown to the town of Portland, when the statute seems to contemplate that such corporations will change their principal place of business, or the place where they exercise their corporate powers, as occasion may require. If it were not so it would have declared that such corporations should be taxed in the towns where they first had their corporate existence. There is no error in the judgment complained of. In this opinion the other judges concurred.