County Commissioners v. Annapolis & Elk Ridge Railroad

Alvey, J., delivered the. opinion of the Court. This appeal is from, an. order of the Circuit Court of Anne Arundel County, directing • certain property to be stricken from the list of assessment and valuation, made under the Acts of 1876, ch. 159, and 1876, ch. 260 ; both Acts relating to the assessment and valuation of the taxable property of the State, and, taken together, form one system of assessment. . The question presented is, whether the property, real and personal, of the appellee, found within the limits of Anne Arundel County, and assessed, under the provisions of the Act of 1876, ch. 159, for county purposes, is liable to such assessment? The appellee is a railroad corporation, working its road by steam power; and the line of its road extends from the City of Annapolis to a point of intersection with the Washington branch of the Baltimore — 609 — and Ohio Railroad, known as the Annapolis Junction ; the whole line being within the County. The Baltimore and Ohio Railroad Company was incorporated by the Act of 1826, ch. 123, and the appellee was incorporated by the Act of 1836, ch. 298. In the latter Act, instead of setting forth at length the various provisions containing the rights, powers, and duties, with which the corporation was intended to be invested, and required to execute, reference is made to sections of the previous Act incorporating the Baltimore and Ohio Railroad Company, for the specification and limitation of many of the rights, powers and privileges granted, as well as duties imposed; and among the sections of the appellee’s charter making such reference is the 5th, which is as follows: “ That the president and directors of the said company shall be, and they are hereby invested with all the rights and powers necessary to the construction and repair of a railroad from the City of Annapolis to connect with the Baltimore and Washington Railroad, not exceeding sixty-six feet in width, with as many sets of tracts as the said president and directors, or a majority of them, may think necessary, and, for this purpose, the said president and directors may have and, use all the powers and privileges, and shall be subject to the same obligations, that are provided in the fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twentieth, twenty-first, twenty-second and twenty-third sections of the aforesaid Act, entitled an Act to incorporate the Baltimore and Ohio Railroad Company.” The 14th, 15th, 16th and 17th sections of the Act of 1826, ch. 123, just referred to, are devoted to specifying and defining the rights and powers with which the president and directors of that company were and are invested in order to enable them to procure the right of way, and construct, and keep in repair,- a railroad from the City of Baltimore to the river Ohio, and defining the duties and obligations incident thereto; and among the powers — 610 — granted, were those to build bridges, erect warehouses, fix scales, and also to make lateral roads in any direction whatever, in connection with the main line of said road. The 18th section, which is the important one so far as this case is concerned, provides, in the first place, that the president and directors of the company should be invested with power to purchase, with the funds of the company, all necessary machines, carriages, and other means of transportation for the operation of the road: In the second place, that the president and directors should have power to charge and exact tolls at certain fixed rates per mile, for the transportation of persons and freight on and over the road between its termini: In the third place, that it should not be lawful for any other company, or any person whatever, to use or travel upon the road without the license or permission of the president and directors of the company ; and then follow these two distinct clauses, which, as will be observed, contain no delegation of powers or privileges to the president and directors of the company, but declare “that the said road or roads, with all their works, improvements and profits, and all the machinery of transportation used on said road, are hereby vested in the said company incorporated by this Act, and their successors forever; and the shares of the capital stoclc of the said company, shall be deemed and considered personal estate, and shall be exempt from the imposition of any tax or burthen by the State’s assenting to this law.” Now, it is contended by the appellee, that, by the 5th section of its charter, and the reference therein to the 18th section of the Act of 1826, ch. 123, full and complete exemption from all taxation whatever, was given of the shares of the capital stock of the company; and, as the shares of the stock represent the property of the company, both real and personal, therefore all its property is exempt from taxation, whether for State or county purposes. — 611 — There is no other provision or reference in the appellee’s charter upon which reliance is placed to support the claim to exemption, and whether such claim be well founded or not, depends upon the proper construction of the 5th section of the charter before recited. If it be true, as contended by the appellee, that such exemption was made, then the Act of incorporation, accepted by the corporators, created a contract between the State and the corporators that the State is inhibited, by the Constitution of the United States, from violating; and it is settled, by repeated decisions of this Court, which we are not disposed to disturb, that the exemption of the shares of the capital stock operates as an exemption of the property of the corporation, or so much of it as the corporation is fairly authorized to hold for the proper exercise of its franchises ; and this upon the principle that the shares of the stock in the hands of the shareholders represent the property held by the corporation. But did the State, by the Act of incorporation of 'the appellee, surrender its power of taxation, and afford good ground for the claim of exemption now made? Before proceeding to a more particular examination of the terms of the statute, and the nature of the powers and privileges granted, it is well to refer to the settled principle of construction that applies in a case like the present. This, it must be borne in mind, is the case of a corporation deriving its existence and all its powers and franchises from the State, and which holds its property under the protection of the State, but which asserts and claims that the State has surrendered all its taxing powers over the shares of the capital stock and property of the corporation. To make out the claim to this exemption from the taxing power of the State, so essential to the support of its government, it is incumbent upon the corporation to show that the power to tax has been clearly relinquished by the State; and if this has not been done in clear and explicit — 612 — terms, or by necessary implication, the question whether or not the exemption has been granted, must be resolved in favor of the State. Wilmington R. R. Co. vs. Reid, 13 Wall., 264. In the case of the Providence Bank vs. Billings & Pittman, 4 Pet., 514, a leading case upon the subject, there was a claim to exemption from taxation set up by a corporation as against the State creating it; and the Supreme Court, speaking by Chief Justice Marshall, in passing upon the question of the relinquishment of the -taxing power by the State, said : “It would seem that the relinquishment of such a power is never to be assumed. We will not say that a State may not relinquish it; that a consideration sufficiently valuable to induce a partial release of it may not exist; but as the whole community is interested in retaining it undiminished, that community has a right to insist that its abandonment ought not to be presumed, in a case in which the deliberate purpose of the State to abandon it does not appear.” And in the case of the Philadelphia and Wilmington R. R. Co. vs. The State of Maryland, 10 How., 376, the case of a Maryland corporation resisting the enforcement of a Maryland tax law, upon claim of exemption, Chief Justice Taney, as the organ of the Court, said; “Certainly there is no reason why the property of a corporation should be presumed to be exempted, or should not bear its share of the necessary public burdens, as well as the property of individuals. This Court, on several occasions, has held, that the taxing power of a State is never presumed to be relinquished, unless the intention to relinquish is declared in clear and unambiguous terms. In the Act incorporating this company, there is nothing from which an inference could possibly be drawn; and, standing upon its charter alone, the tax was, without doubt, lawfully imposed.” The principle of these cases has been recognized and asserted by this Court on more than one occasion. — 613 — Now, with this principle of construction in mind, and conceding that the word privileges is comprehensive enough, when used in a proper connection, to include the immunity claimed, what powers and privileges were granted by the 5th section of the appellee’s charter ? It will be observed that the first clause of that section invested the president and directors of the company with all the rights and powers necessary to the construction and repair of the road. But this was a general and undefined delegation of power, which required to be rendered more specific. Hence the section proceeds to declare, that, for this purpose, that is to say, the construction and repair of the road, the president and directors may have and use all the powers and privileges, and shall be subject to the same obligations, that are provided in the particular sections mentioned' of the act incorporating the Baltimore and Ohio Railroad Company. And without attempting to specify all the several powers and privileges thus conferred upon the appellee, it is all-sufficient for this case, that we should conclude as we do, that it is only those powers and privileges which were necessary, and which the president and directors could hold and use for the construction and repair of the road, that were intended to be granted, and which were defined by reference to the sections of the act incorporating the Baltimore and Ohio Railroad Company. In these sections were to be found the grants of power to exercise the right of eminent domain, under proper limitations and restrictions ; so the privilege of crossing other roads; and the taking materials for the construction and repair of the road. But that all the powers and privileges granted by the sections referred to were intended to be conferred upon the appellee; by the reference to those sections, is a proposition that we cannot adopt, for a moment. For instance, the power to make lateral roads was certainly not intended to be granted to the appellee ; nor can it be maintained that the power — 614 — to regulate tolls, under the restrictions imposed by the 18th section of the Baltimore and Ohio Railroad Company’s charter, was adopted as applicable to the appellee ; for the subject as to the rates of tolls is provided for by the 6th section of the appellee’s charter. And certainly it was not intended, by the grant of powers and privileges to the president and directors, for the purposes expressed, to invest them with all the property of the company, instead of vesting it in the company, as is done by tbe 18th section of the Act of 1826, ch. 123. It is therefore clear that the powers and privileges granted, by reference to the 18th section of the Act of 1826, ch. 123, were only those necessary for the construction and repair of the road ; and as the grant of exemption from taxation was not one of the privileges necessary, or in any manner appropriate, to be held and used by the president and directors, to enable them to construct and repair the road, it follows that the exemption claimed was not conferred upon the appellee. Indeed, from the terms employed in the 5th section of the charter, it is impossible to say, that it was the deliberate purpose of the State to abandon its power of taxation, and that such purpose is clearly and unambiguously expressed by the Legislature ; — conditions, as we have seen, essential to the support of the claim of exemption asserted by the appellee. If the Legislature had really intended to surrender the State’s right of taxation, we cannot suppose that so important a matter would have been left in the least doubt, or in any manner dependent upon construction, but would have been plainly expressed. And as affording additional support to the conclusion that the taxing power was not designed to be relinquished in the grant of the appellee’s charter, we may refer to legislation of the State which was recent at the time such charter was granted, and the position that the State had assumed in regard to its powers of taxation. — 615 — The legislation to which we refer is the Act known as the eight million loan bill, passed on the 4th of June, 1836. That Act was passed to aid and promote the works of internal improvements that had been undertaken in the State ; and it provided for the issue of State stock or bonds to the amount of eight millions of dollars, which the State would be bound to redeem. By the 15th section of that Act, it was declared, with a view manifestly of giving support to the credit of the State, that should it become necessary to levy a direct tax for the support of the government or to sustain the public credit, such tax should be laid according to the 13th Article of the Declaration of Rights, on all property of every kind and description whatever, found within the State ; and the faith of the State was thereby expressly pledged to lay such tax accordingly, and to provide for the payment of its debts, principal and interest; and all Acts or parts of Acts in contravention of the constitutional and equitable principles therein contained, were declared to be thenceforth repealed, abrogated and annulled. Within less than a year after the passage of this Act, the appellee obtained its charter ; and it is not probable, or fair to suppose, in the absence of a plain and direct expression to the contrary, that the Legislature either deliberately designed a breach of the pledge solemnly made but a few months before, or a departure from the policy so emphatically declared, or that it would have entertained a proposition to do so, with respect to a corporation like the appellee. Especially is this not to be supposed in regard to the charter of the appellee; as, by the 10th section of that charter, the eight million loan Act is referred to in terms, and the subscription to the capital stock of the company, authorized to be made by the treasurer of the State, was required to be paid out of money that might be realized under the eight million loan Act, and that alone. The appellee was, therefore, a recipient of a part of the very funds for wrhich the faith of — 616 — the • State stood pledged that no property within her border should escape taxation. (Decided March 1st, 1878.) Being of opinion that the property mentioned in the appellee’s petition, and which was ordered to be stricken from the list of assessment and valuation, is legally subject to such assessment and valuation, the order appealed from will be reversed, and the appellee’s petition dismissed. Order reversed, and petition dismissed.