People's Warehouse Co. v. Yazoo City

Anderson, J., after stating the facts as above, delivered the-opinion of the court. It is insisted that section 4267 of the Code of 1906 is violative of section 181 of the Constitution, because it provides for the taxation of the property of private corporations for pecuniary gain in a different way from and to a greater extent than the property of individuals. That section and section 112 of the Constitution are to be construed together in determining the question involved. Section 181 provides that “the property of all private corporations for pecuniary gain shall be taxed in the same way and to the same extent as the property of' [508] individuals,” and section 112 that taxation shall be uniform and in proportion to true value, that property shall be assessed for taxes by general laws and uniform rules, according to true value, “but the legislature may provide for a. special mode of valuation and assessment for railroads, and railroad and other corporate property.” Section 4267 of the Code provides that corporations organized under the laws of this state, shall be assessed for taxation at the market value of their shares of stock paid in, less real estate owned, to be separately assessed as other real estate. Section 17 8 of the Constitution provides for the taxation of corporate franchises. The cases of Panola County v. Carrier & Son, 89 Miss. 277, 42 South. 347, and State v. Simmons, 70 Miss. 485, 12 South. 477, are decisive of the constitutionality of section 4267. The requirement of section 181 that the “property of private corporations for pecuniary gain shall be taxed in the same way and to the same extent as the property of private individuals” must be construed in connection with the power given the legislature in section 112 to “provide for a special mode of valuation .and assessment for railroads, and railroad and other corporate property.” By section 4267 of the Code the legislature has undertaken to carry out the grant of power conferred by section 112 by providing a special mode of valuation and assessment ■of private corporations for a pecuniary gain.' Where the aggregate market value of the shares exceeds the value of the real and personal property, as it does in the instant case, it is contended that a tax on this difference is a tax on thrift and earning capacity, which is violative of section 181 of the Constitution, because no such tax is levied against individuals. Such contention is unsound. This difference represents the value of the right of the corporation to exist, which is a franchise incident to all corporations, and of value, and constitutes part of its property; and this is true, notwithstanding the corporation is chartered under general laws at small expense. [509] Touching the value of'this franchise, we quote with approval the following by the supreme court of Massachusetts in the case of Commonwealth v. Cary Improvement Co., 98 Mass. 19: “The defendants contend, further, that the franchise of a mere land company cannot be said to possess any value beyond that belonging to the property of the corporation; that in these cases the market value of the shares was fictitious and speculative only, and greatly in excess of all property and rights belonging to the corporation, and therefore that, even as a franchise tax, this, as imposed upon these defendants, is an unreasonable tax, in a sense obnoxious to the limitation of the Constitution. We cannot accede to the premises upon which this argument is founded. ■ The franchise of a mere land company has a value beyond that belonging to the property itself. The combination of capital, the capacity to hold and manage large amounts of real estate under one direction, free from competition among those interested, from change by death and disturbance by the chances of individual life, whereby the ultimate development and gradual sale may be secured in the most advantageous manner possible, and many other considerations which readily suggest themselves, make the privilege of a corporate organization in such cases one of great value and importance. The very magnitude of the entire estate, when held in individual hands, will depress its gross value in the market; while under corporate ownership and management, the separate shares, which give to the holder the assurance of participation in the future development and appreciation of the property, will command a much higher proportionate price. The convenience with which the interests of the several shareholders are held, and the facility of the transfer of the shares, are elements of' great influence in giving value to the capital stock. And we are-not prepared to say that even a merely speculative value, conferred upon stock by the advantages of its corporate character510 .and the privileges thereto pertaining, may not afford a proper basis for the imposition of a tax like this.” And from Adams Express Company v. Ohio, 166 U. S. 185, 11 Sup. Ct. 604, 41 L. Ed. 965: “It is a cardinal rule, which should never be forgotten, that whatever property is worth for •the purpose of income and sale it is also worth for the purpose of taxation. Suppose an express company is incorporated to transact business within the limits of the state and does business only within such limits, and for the purpose of transacting that business purchases and holds a few thousand of dollars’ worth of horses and wagons, and yet it so meets the wants of the people dwelling in that state, so uses the tangible property which it possesses, so transacts business therein, that its stock becomes in the markets of the state of the actual cash value of hundreds of thousands of dollars. To the owners thereof, for the purpose of income and sale, the corporate property is worth hundreds of thousands of dollars. Does substance of right require, that it pay taxes only upon the thousands of dollars of tangible property which it possesses? Accumulated wealth will laugh at the crudity of taxing laws which reach ■only the one-and ignore the other, while they who own tangible property not organized into a single producing plant, will feel the injustice of a system which so misplaces the burden of taxation. * * * The value which property bears in the market, the amount for which its stock can be bought and sold, is the real value. Business men do not pay cash for property in moonshine or dreamland. They buy and pay for that which is of value in its own power to produce income or for purpose ■of sale.” Applying these principles to the.case in hand, the $20,000 the difference between the aggregate value of the shares, and the value of the real and personal property, is the value fixed by law of the franchise of this corporation. Affirmed.