Roland Park Co. v. State

McSherry, J., delivered the opinion of the Court. Whether the appellant is liable for the franchise tax* or bonus imposed by the Act of 1890, ch. 536, is the sole question involved in this proceeding. The appellant is a body corporate, incorporated on July the thirtieth, 1891, under the general incorporation law, and its capital stock was limited by its charter to one million of dollars. The Act of 1890, which adds a new section to the Code, prescribes that “ every corporation incorporated since January first, eighteen hundred and ninety, under any general or special law of this State, except cemetery companies, &c., shall pay to the State Treasurer, for the use of the State, a bonus of one-eighth of one per centum upon the amount of capital stock which said company is authorized to have,” &c., &c. This act was approved and became effective on-April the eighth, 1890. The contention of the appellant is that this statute is only applicable to corporations formed [451] after January the first and before April the eighth, 1890, and that the word “ since,” properly construed, makes the provisions of the act relate only to such corporations as were formed between January the first and April the eighth, 1890. This contention is founded on the assumption that the word “ since ” means, and necessarily means, and was intended to mean," a period of time beginning with the first of January, 1890, and ending with the date when. the statute became effective. To support this contention 'we have been referred to various lexicons which define the word “ since.” We are not, however, dealing with a question of mere philology. What we have to do is to discover the legislative intention and to give to it, when ascertained in accordance with established canons or rules, full and complete effect. The mere words which the Legislature may use are not always controlling. If the obvious purpose of an enactment is beyond the literal meaning of the language employed, it will not be restricted in its scope and application by the narrow significance of its words ; and equally, too, broad and comprehensive terms will not include that which is not within the design and the object of the statute. The real intent, when ascertained, will always prevail over the literal sense of the language, State v. Milburn, 9 Gill, 109; Milburn v. State, 1 Md. 17; because both the canons of verbal criticism and the rules of grammatical construction must alike yield to the manifest spirit and intent of an enactment. Or, as differently expressed, “Sometimes cases not within the words are held to be within the act, and other cases are by construction taken without the operation of the law, though covered by the language, according to the intent and design of the Legislature.” Wilson, &c. v. State, use of Davis, 21 Md. 1. This intent or design máy be gathered not merely from the language of the enactment, but also from the causes or necessity which prompted its passage, and from foreign circumstances. Johnson and Wife v. Heald, Extr., 33 Md. 352; Durousseau v. U S., 6 Cranch, 307. [452] Now, the obvious puipose of the Act of 1890 was to raise a revenue for the treasury of the State. No reason has been assigned or can well be suggested for limiting its application to such corporations as were formed within the' space of three months and eight days in the beginning of the year 1890. By its first section it added a new section, to be known as sec. 88 A, to Art. 81 of the Code of Public General Laws, relating to revenue and taxes, and thereby indicated that its provisions imposing the bonus should be a permanent and continuing part of the written law of the State, until repealed. The mere fact that it was included in, and by its express terms became a part of, the fixed and established revenue and tax-system, at least implies that its application was not designed to be of the short and restricted duration claimed. It was made an integral part of a revenue system, of which, had it been purposely confined in its application to so brief a space of time, it would properly have formed no portion. As the statute was distinctly a revenue measure, it is not apparent why, if it was deemed necessary to resort to it for the first three months of 1890, it was not equally necessary for the remainder of that year or until, in fact, its modification or repeal. But, in addition to this, the act contains inherent indications that it was designed to be continuous in its application. Its title declares that it is an act “ providing for the payment by every newly created company of a bonus on its capital stock,” &c., and suggests no restriction to those created before its passage and subsequent to the preceding first of January. And further on in the body of the act, provision is made for the imposition of a bonus of one-sixth of one per cent, upon the increase of the capital stock “ of any of said companies or any company of like character heretofore incorporated.” Now, if the literal and restricted meaning assigned, in the appellant’s contention, to the word “ since ” is to prevail, then the only companies which would be liable to pay the bonus of one sixth of one per cent; upon an increase of their capital stock would be those formed after January the first, and before April [453] the eighth, 1890, and those incorporated at any time prior to the passage of the Act of 1890. There is no conceivable reason why every corporation formed prior to April the eighth, 1890, should be liable upon increasing its stock to pay this bonus, and every one formed after that date should be exempt. This consequence flowing from the construction insisted on, would result in inequality, if not in injustice, and would, to a great extent, defeat the raising of revenue from this particular source. A result which may follow from one construction or another of a statute is always a potent factor and is sometimes in and of itself conclusive as to the correct solution of the question as to its meaning. People, &c., N. Y. v. Rice, 16 L. R. A. 836. Looking to the object which the Legislature had in view in passing this Act, and considering the important circumstance that they carefully incorporated its provisions in the Code as a part of the revenue system, under the sub-title, “ payment of taxes by corporations,” we think the true reading of the statute includes all corporations formed after January the first, 1890, except those specially excluded, and that the enactment is not confined to those formed betweén that date and April the eighth of the same year. That this is what the Legislature meant, is made more apparent by the Act of 1894, ch. 114. By this act other classes of corporations besides those' excluded by the Act of 1890, were exempted from paying the bonus, and it was' specifically provided that no corporation incorporated prior to the date of the Act of 1894, “ shall in any manner by this act (the Act of 1894), be relieved or released from the payment of any bonus now due and owing by it, or which shall become due and payable by it prior to the date of the passage of this act, under the provisions of ch. 536 of 1890.” If the Act of 1890 was intended to apply only to corporations formed between January, the first and April the eighth, 1890, there was no necessity for enlarging, by the Act of 1894, the classes of corporations exempted from paying the bonus. [454] (Decided February 28th, 1895.) The Court below gave to the Act of 1890 the same construction that we have placed upon it, and its judgment in favor of the State for the bonus due by the appellant will therefore be affirmed. Judgment affirmed with costs above and below.