Adams v. Stonewall Cotton Mills

Whitfield, C. J., delivered the opinion of the court. This case was once before in this court, and is reported in 80 Miss., 94 (s.c., 31 South. Rep., 544). It was then here on demurrer, and the demurrer was overruled and the cause remanded for answer. We set out in the opinion, the grounds averred in the bill at that time constituting the equities of the case. We may group those grounds as follows, according to the charges of the bill: (1) That the taxes due from the Stonewall Manufacturing Company were liens charged upon the property of that corporation in the possession of the Stonewall Cotton Mills; (2) that the taxes due from the Stonewall Cotton Mills were liens upon this property; (3) that there had been a fraudulent and collusive arrangement entered into between the corporations with the view of defrauding the public revenue out of about $14,000 in taxes. One of the elements of the fraud alleged was that the name of the Stonewall’ Manufacturing Company was changed to Stonewall Cotton Mills, in order to enable the Stonewall Cotton Mills to claim the exemption from-taxation as a factory established after the constitution of 1890 went into effect; it being futher charged in the bill that the same persons owned the capital stock of both corporations, and that the property of one was the property of the other, the stockholders of one were the stockholders of the other, and that -both had been under the continuous management of the same superintendent, and that the Stonewall Cotton Mills had assumed the payment of all these taxes as a — 894 — debt due tbe. state and county. Tbe bill averred specifically tbat the amounts wbicb tbe bill claimed were not exempt from taxation, bad been duly assessed against both these corporations; and, finally, tbe bill charged tbat no taxes of any kind bad ever been paid by either of these corporations. We held, on demurrer, wbicb admitted all these allegations to be true, tbat tbe respondents must answer. Tbe respondents did answer below, fully and completely. We summarize very briefly what the testimony shows with respect to tbe jurisdiction of tbe chancery court over this cause: As to whether tbe amounts of $75,000, $73,000, and $195,000, claimed to be exempt, were ever, as alleged in tbe bill, duly assessed against these corporations. On this point tbe record shows clearly tbat these amounts were entered upon tbe assessment rolls of tbe county as exempt. It is made perfectly plain tbat tbe respective amounts, at tbe different times indicated by tbe rolls, were marked “Exempt” on tbe rolls, and tbat tbe county authorities, tbe tax assessor, and tbe board of supervisors, and tbe tax collector, never bad tbe remotest idea of dealing with these various sums as taxable properties. Tbe entries on tbe assessment rolls of tbe amounts, with tbe full statement following tbat they were exempt under thé law, or tbe constitution, as claimed, show indisputably that tbe intent was, not to assess these corporations with these sums, but to claim tbe exemption as stated in tbe entries on tbe roll. This is too clear for contention. Tbe evidence further shows, without dispute, tbat these corporations have *paid all taxes wbicb have been assessed against them, in all, up to tbe filing of this bill in October, 1898, about $11,000. Tbe averments of tbe bill, therefore, tbat these corporations bad never paid any taxes, and tbat these three amounts, of $75,000 for one extension and addition to tbe original mill property, and $73,000 for a second extension and addition to tbe original mill property, and $195,-000, claimed as tbe cost of tbe construction of an entire, — 895 — separate, distinct, new factory, under the constitutional ordinance, are utterly overthrown. The allegation with respect to the collusive and fraudulent arrangement is also utterly overthrown. The Stonewall Manufacturing Company is shown by the testimony to have been chartered on April 22, 1870. Its charter expired on April 22, 1895. The Stonewall Cotton Mills was organized April 2, 1895. Prior to its organization, and in the interim between April 2 and April 22, 1895, the Stonewall Cotton Mills be-came the owner of all the capital stock and property of the Stonewall Manufacturing Company. The stockholders in the Stonewall Manufacturing Company surrendered their certificates of stock and received new certificates of stock in the Stonewall Cotton Mills for like amounts; but the Stonewall Manufacturing Company and the Stonewall Cotton Mills coexisted for only about twenty days, and the claim of exemption for $195,000 on the ground that the' Stonewall Cotton Mills erected, after. this time, an entirely new factory, was not made or thought of until the Stonewall Manufacturing Company had ceased to exist, on April 22, 1895. So far as the change of name is concerned, the evidence shows that there was no change, in any proper sense of the word, of “name.” When the Stonewall Cotton Mill was organized, it was given its present name, Stonewall Cotton Mills, at the suggestion of a Mr. Cawthorn, one of its largest stockholders, in order, as he suggested, that the name might disclose to the world the kind of mills they were, to wit, cotton mills. The name Stonewall Manufacturing Company discloses nothing as to what the nature of the things manufactured was. This is all made as clear as evidence can make anything. This ground for claiming 'equity jurisdiction, consequently, the proof entirely does away with. So far as the claim that the chancery court had jurisdiction because there was a lien to be enforced on the property of these corporations, the land, and all that was thereon, is concerned, it' — 896 — is enough to say that the evidence shows that all this property was assessed and was fully paid on. No lien could be fixed on property on which the taxes were all duly paid, for other taxes that ought to have been assessed and collected, if such taxes there were. There is, therefore, nothing in the claim of a lien conferring jurisdiction. The evidence discloses, so far as the claim of assumption by the Stonewall Cotton Mills of the payment of the taxes on these amounts claimed to be exempt is concerned, that no such assumption of the payment of these taxes was ever made by the Stonewall Cotton Mills. It is shown that the Stonewall Cotton Mills took over all the property of the Stonewall Manufacturing Company, and also that it assumed the payment of all the debts of the Stonewall Manufacturing Company; and if there had been taxes duly assessed against the Stonewall Manufacturing Company, and which, being so duly assessed, constituted liens on the property assessed with such taxes, undoubtedly these duly assessed and unpaid taxes would have been debts of the Stonewall Manufacturing Company, and the assumption by the Stonewall Cotton Mills of all the debts of the Stonewall Manufacturing Company would, in such case, have bound not only the Stonewall -Cotton Mills to pay this debt, but would also have bound the property of the Stonewall Manufacturing Company, upon which such taxes would have been a lien. But the trouble here is the utter failure to show by the evidence that any ■such taxes ever were duly assessed against the Stonewall Manufacturing Company, or its property, on these amounts claimed to be exempt, and hence an utter failure to establish any indebtedness for such taxes on the part of either the Stonewall Manufacturing Company or any part of its property, which the bill alleges to have been assessed, but which the proof shows beyond controversy never was assessed or intended to be assessed. In other words, to sum up the whole matter, every single ground of equity jurisdiction averred in the bill is, by the proof, utterly overthrown, and the bill, on the proof in this — 897 — record, stands before us as a naked attempt to secure a personal decree against tbe Stonewall Cotton Mills (tbe Stonewall Manufacturing Company having been gotten out of the litigation) for the amount of certain taxes claimed to be due, when the evidence overwhelmingly shows that no such taxes ever were assessed against either of these corporations, or any of the property in dispute claimed to have been exempt. In short, it is nothing more or less, logically, than an action of assumpsit in the chancery court. It is too plain for argument, on the ease now made plain by the testimony, that the chancery court was without jurisdiction in this cause. In order that there may be no misconception, we desire to say emphatically that we decide' nothing as to the following propositions: (1) As to the claim that'the $75,000, amount of the first alleged extension and addition, shall be exempt for ten years, from 1883 to 1893,-under laws 1882, ch. 49, p. 84. (2) As to the claim that $73,00-0, the amount of the second alleged extension, under the same act, was exempt. (3) As to whether, in either of these two alleged extensions and additions, the true amount of what could properly be called an extension did not equal $50,000. (4) As to whether there could be, under the act of 1882, more than one extension. (5) As to whether the alleged new and distinct factory, costing $195,000, can be held to be a permanent factory established after the adoption of the exemption ordinance of the constitution of 1890. (6) Whether such alleged factory, if not a permanent factory established after November 1, 1890, within the meaning of the constitutional ordinance, can be properly held to be an extension and addition to such factory under laws of 1896, ch. 54, p. 67. As to any and all of these claims, we repeat, we decide absolutely nothing, and leave them all open, that such action, if any, as may be deemed proper- by the parties concerned, may be taken in the future. We have gone most thoroughly and — 898 — carefully through the entire record, and through all these questions; but, since the chancery court was clearly without jurisdiction to entertain this bill at all, it would be improper for us to express any opinion as to these various contentions between the parties until they shall be presented to us by proper proceedings in due course of law. We add one or two observations, which shed some collateral light on this controversy. In 1898 the appellant caused these two corporations to be assessed for back taxes’on their capital stock; but subsequently, -concluding that the entries on the assessment rolls of these amounts, $75,000, $73,000, and $195,-000, were intended as assessments on these amounts, notwithstanding the face of the roll showed they were claimed to be exempt, he failed to' appeal from an order of the board of supervisors of Clarke county disallowing these assessments for back taxes. Afterwards he brought suit at law against both these corporations; but, concluding that he had no adequate remedy at law to enforce a lien for these taxes and collect the same, he abandoned the lawsuits and filed this bill. It is obvious that, in failing to appeal from the order of the board of supervisors and in dismissing his suits at law, the appellant proceeded upon the theory that there had been a valid legal assessment of these sums which we have named. In this, as -we have shown, he was clearly in error. The proper course at the time was to have appealed from the order of the board of supervisors. We decline, in view of the entire want of jurisdiction in the chancery court to deal with this matter, which is all that is before us for judgment, to intimate any opinion whatever as to whether this corporation, the Stonewall Cotton Mills, can be held for any of these taxes, and, if so, as to what the remedy may be. We are not concerned, in this case, with these inquiries. For the reason, therefore, that the court below was entirely without jurisdiction to entertain this bill, the decree of the court below is affirmed.