U.S. Supreme Court North Missouri Railroad Company v. Maguire, 87 U.S. 20 Wall. 46 46 (1873)
North Missouri Railroad Company v. Maguire
87 U.S. (20 Wall.) 46
ERROR TO THE SUPREME
COURT OF MISSOURI
1. A contract by a state to give up its power to tax any property within it can be made only by words which show clearly and unequivocally an intention to make such a contract.
2. The act of the Legislature of Missouri of February 16, 1865, to provide for the completion of the North Missouri Railroad does not so show an intention of the state to give up its power to tax the property of the corporation owning that railroad.
3. The ordinance of the 8th of April, 1865, adopted by the people of Missouri, as part of the constitution of the state established on that day, was, as respected the North Missouri Railroad Company, a true exercise of the taxing power of the state, and not a mere change of the order of disbursing the receipts of the earnings of the company as prescribed by the act of legislature above named.
The North Missouri Railroad Company was incorporated by Act of the Legislature of Missouri, March 3, 1851. By an Act of January 7, 1853, its charter was thus amended:
"The capital stock, together with all machines, wagons, cars, engines, or carriages belonging to the company, together with all their works or other property, and all profits which shall arise from the same, shall be vested in the respective shareholders of the company forever, in proportion to their respective shares, and the same shall be deemed personal estate, and shall be exempt from any public charge or tax whatsoever for the period of five years from and after the passage of this act."
Under the provisions of several acts of the state legislature between the date of its incorporation and the year 1857, the state issued its own bonds for the benefit of the road, reserving a mortgage on the road to secure their payment. As between the state and the company, the latter was bound to pay the bonds and interest on them, and it was provided that in case the company made default, the governor should foreclose the mortgage.
About the year 1860, the company did make default in the payment of the interest on the bonds, and had paid no part
of either interest or the principal since. No sale, however, was made of the road, and on the 29th of March, 1863, the legislature passed an act forbidding the governor to make a sale until he should be required by it to do so.
By an Act of February 16, 1865, meant to provide for the completion of the road, the company was authorized to issue $6,000,000 of its mortgage bonds, which should have priority over the mortgage of this state, and this to the extent named and no farther, was by the act made a second lien. The act provided for the appointment of a fund commissioner for the railroad company. It then proceeded:
"SECTION 5. And the said railroad company shall pay over to the said fund commissioner all the gross earnings and daily receipts of said corporation, which shall be kept in deposit in the bank, subject to the daily draft of said fund commissioner as the same may be required by said corporation for actual disbursement in operating said railroad and in carrying on the ordinary business of said corporation, and for the other purposes hereinafter provided, and upon the failure of said company to pay said money to said fund commissioner as herein provided, the said company shall forfeit and pay to the State of Missouri for each and every such neglect or refusal the sum of $10,000."
"SECTION 6. The said commissioner shall pay over to the said corporation from time to time out of the funds coming into his hands as aforesaid the amounts required for purposes of construction and equipment of said railroad, upon vouchers of the chief engineer, and upon the vouchers of the treasurer thereof, he shall pay the amounts required for operating said railroad and carrying on the ordinary business of said corporation, and he shall pay and disburse the funds in the following order of priority, to-wit:"
" First. To the said corporation the amounts required, from day to day, for the actual current expenditures in operating said railroad and carrying on the ordinary business of said corporation, including all sums that may be necessary for keeping said railroad in a good state of repair, and all sums that may be necessary for time to time for such additions to the rolling stock, buildings, and appurtenances of said road, as may be required to enable said corporation to accommodate and transact the business of their said railroad, and "
" Second, the amount of his salary as fund commissioner, in monthly installments, and,"
" Third, the interest upon said mortgage bonds, as the same shall fall due; and,"
" Fourth, the cost of construction and equipment of said railroad as aforesaid; and,"
" Fifth, the accruing dividends on preferred stock, not exceeding six percent per annum thereon, in accordance with the provisions of this act in relation thereto; and,"
" Sixth, the interest due on the outstanding bonds of the State of Missouri heretofore loaned to said corporation; and,"
" Lastly, the surplus remaining shall be applied to the payment of the principal of said first mortgage bonds until the same shall be fully paid off, or, if more of said bonds shall have become due, then to the payment of the principal of the said bonds of the State of Missouri if any still outstanding; and the balance shall be paid to the North Missouri Railroad Company, and the said office of fund commissioner shall then cease and be vacated."
"SECTION 9. The holders of the bonds of the State of Missouri heretofore issued to the North Missouri Railroad Company are hereby authorized to convert the same, with interest accrued thereon, into preferred stock of the North Missouri Railroad Company, and the holders thereof shall be entitled to receive a special dividend thereon, not exceeding the rate of six percent per annum in the manner and in the order of priority above herein provided. "
The thirteenth section provided for an acceptance of this act by the stockholders, and enacted that in the event of its being so accepted,
" It shall be and become of full force and binding effect upon the said corporation and the State of Missouri. "
The act was accepted in due form by the stockholders.
On the 8th of April, 1865, a convention of the people of Missouri adopted "An ordinance for the payment of state and railroad indebtedness." This ordinance levied on the railroad company an annual tax of ten percent of all its gross receipts for the transportation of freight and passengers, and directed that it should be appropriated by the
general assembly to the payment of the principal and interest now due or hereafter to become due upon the bonds of the state and the bonds guaranteed by the state issued to the company.
The provisions of the ordinance will be seen more fully on pages
87 U. S. 39
beginning near the bottom of the former page, at the place marked with a
Under this ordinance, the Assessor of St. Louis County assessed $68,257 (being ten percent) upon the gross receipts of the company from October 1, 1866, to October 1, 1867, and delivered the same to one Maguire, collector of taxes, who, on the company's refusal to pay the bill, levied upon its engines, cars, &c.; The company thereupon sued him in trespass in one of the state courts, where a case was stated for the judgment of the court, and by which it was agreed that if the court should be of opinion that the ordinance referred to was unconstitutional, there should be judgment for the company for costs and nominal damages, and if of the opinion that it was constitutional, judgment for Maguire for costs.
The Supreme Court of Missouri, where the case finally got -- referring among other clauses of the act of 1865, to that which provided for the payment in the first place of the "amounts required from day to day, for the actual current expenditures for carrying on the ordinary business of the corporation" -- within which it considered the payment of taxes to fall -- rendered judgment for Maguire, and the company brought the case here.
One Jessup, who claimed the whole road under a sale, also stood in some way on the record as a plaintiff in error.
MR. JUSTICE CLIFFORD delivered the opinion of the Court.
Much discussion of the evidence in the case will be unnecessary, as the principal facts are embodied in an agreed statement, which is made a part of the record.
By the agreed statement it appears that the plaintiff company is a corporation established by the laws of the state, and that the other plaintiff claims to be the legal owner of all the property lately owned by the corporation. Said company was incorporated on the third of March, 1851, with a capital stock of six millions of dollars divided into shares of one hundred dollars each.
Pecuniary aid in large amounts was furnished to the company by the state, as appears from several legislative acts. Such aid was granted by the Act of the twentythird of December, 1851, in terms as follows: that when evidence is produced satisfactory to the governor that the company has collected fifty thousand dollars on their capital stock and that they have expended the same in the survey, location, and construction of the railroad, the governor shall cause to be issued and delivered to the company special bonds of the state to the same amount as a loan of public credit, bearing interest and payable as therein provided. Provision is also made in the same section that upon like proof that the company have expended the whole of the sum realized from those bonds, and that they have also expended a further sum of the same amount of their own moneys, that the governor shall in like manner cause to be issued and delivered to the company further like bonds for the same amount, and so on in like manner as often as the company shall from time to time furnish like evidence that they have expended from their own moneys further sums, of not less than fifty thousand dollars for the construction of the railroad and that they have expended for the purpose the whole of the proceeds of the bonds previously issued by the state, the governor shall cause to be issued and delivered to the company further like bonds in installments of the same amount, not exceeding in all the sum of two millions of dollars.
Bonds of the kind were forbidden to be delivered until
the acceptance thereof should be signified to the secretary of state by the filing in his office of a certificate of such acceptance under the corporate seal of the company with the signature of the president, and the provision was that the certificate of acceptance so executed and filed should be recorded in the office of the secretary of state, and that it shall become and be, according to all intents and purposes, a mortgage of said road and every part and section thereof, and its appurtenances, to the people of the state, for securing the payment of the principal and interest of the sums of money for which such bonds shall from time to time be issued and accepted.
Legislative aid was also furnished in like form to certain other railroad companies of the state to expedite their construction and the completion of the same, amounting in the whole to the sum of nine millions of dollars, including the amount furnished to the plaintiff company, all of which was secured as a first lien on the respective railroads in like manner.
None of the companies, however, were able to complete their railroads without further aid from the state, and on the tenth of December, 1855, the legislature, by an act entitled "An act to secure the completion of certain railroads in the state," enacted that it shall be the duty of the governor, upon the application of any of said companies, with the proof of the investment of any sum in the actual construction and equipment of the trunk line of the railroad, from sources other than the proceeds of the bonds of the state, and not secured upon the road by a lien prior to that of the state, and verified as therein required, to sign and deliver to such company an amount in the bonds of the state equal to twice the amount so proven to have been invested in the construction and equipment of the said railroad since the last application and issue of bonds to such company, and successively from time to time, upon the application for bonds and proof of such investment, the governor shall issue and deliver, in like manner, bonds to such company until the aggregate amount to the plaintiff company shall be
two millions of dollars, one million of which shall be exclusively applied to the construction of a portion of said road therein described; and it is made the duty of the governor to expend the other million of dollars for the purchase of the railroad iron necessary to lay the track of said road, from one described point to another, and to purchase the rolling stock for the same, and the provision is that the said iron and rolling stock so purchased shall belong to the state until placed upon the track for use, after which time the state shall have a first lien on said iron and rolling stock, together with all the road and its equipments, constructed and to be constructed, for the security of the payment of the principal and interest of said bonds, and all bonds issued or that may be issued to said company under this or any former act of the legislature granting the credit of the state to the company.
Power is also reserved to the state to enforce the lien on the railroad for the failure on its part to pay punctually principal and interest on the bonds issued for its benefit, as herein and heretofore provided for in such cases; and the company shall pay at the times herein specified,
"to the treasurer of the state one and a quarter percent, in addition, in each year, on each thirtyyear bond, and two and a half percent in each year on each twentyyear bond so sold or hypothecated, to be invested at not less than seven percent interest, in such securities as are provided in the act."
By the same section it is also provided that from the net profits arising from the road after the same shall be completed and in operation, a sum equal to not less than ten percent per annum upon the net earnings of the railroad shall be paid by the company to the treasurer of the state as a sinking fund for the purpose of paying at maturity the bonds of the state so issued and to be issued to the company.
Special provision is also made that the treasurer of the company and the treasurer of the state shall be the commissioners of the sinking fund, and that it shall be the duty of the company to pay or remit the semiyearly interest to the designated place, as therein provided, and in case the
company shall fail to pay such interest or to remit the amount to the designated place, it is made the duty of the treasurer of the state to supply the amount and remit the same, in which event he is required to refund the amount from the sinking fund and charge the same to the defaulting company. In that event, the provision is that the defaulting company shall not draw any further state bonds. Moneys, funds, and securities belonging to the sinking fund are declared to be subject to the control, care, and management of the fund commissioners, and the provision is that from time to time they may invest the same in the bonds of the state under the conditions therein provided.
All funds derived from the sale of state bonds were expended, but still the railroad was not completed, and on the third of March, 1857, the legislature made a further loan of credit to the company of one and a half millions of dollars, to be issued in bonds and to be expended upon the railroad south of the junction therein described, which bonds were to be issued in installments of two hundred thousand dollars, upon proof furnished to the governor of the expenditure for the same purpose of a sum equal to their par value in the construction of the railroad, and the company was authorized by the same act to establish and keep a ferry across the Missouri River where its road strikes the same for all purposes connected with the company, and for general purposes, by paying the usual license tax provided by law in such cases.
Bonds could not be lawfully issued under that act until the company accepted the act, and it was provided that the failure to pay any part of the principal or interest of the bonds should be a forfeiture of all right in such company to demand or receive any further issue of bonds, and in that event it was made the duty of the governor to foreclose the mortgage of the state and to enforce her lien on the property of the company.
Before the year expired, to-wit on the nineteenth of November following, the legislature authorized the governor to issue to the plaintiff company a further amount of two hundred
and fifty thousand dollars in the bonds of the state, to complete a described portion of the road, and the same act provided that the act should not be construed to release the railroad from any penalty or forfeiture to which the company may be liable under such prior laws.
Authority was conferred upon the company by the Act of the sixteenth of February, 1865, to issue their own bonds to the amount of six millions of dollars, and to secure the same by a first mortgage of their railroad and appurtenances, as more fully set forth in the act. Such bonds were to be issued in three classes and were to be applied as therein provided, and to facilitate the sale of the bonds, the state relinquished her first lien and mortgage upon the main line of the railroad, retaining only a second lien and mortgage thereon until the principal and interest of said bonds are paid in full. By the same act, the legislature created a fund commissioner and enacted that whenever any portion of said bonds shall be issued, that they shall be placed in the hands of the fund commissioner to be negotiated, and the proceeds paid over to the corporation for the purposes and under the regulations and restrictions provided in the same act, but the act was not to be operative unless accepted by the company in the mode therein provided. Prior inconsistent provisions in relation to the plaintiff company were repealed by the twelfth section of the act, and the provision is that the work on the west branch should not be expedited to the exclusion of the construction of the main line of the railroad.
Those several acts were duly accepted by the company and were in force on the eighth of April following. Interest was paid by the company on the bonds issued until the year 1860, when the company made default, and such interest has never been paid. On the said eighth of April, the people of the state adopted an ordinance as a part of their constitution which provides to the effect that an annual tax of ten percent of all their gross receipts, with an immaterial exception, shall be levied and collected of the company and two other companies therein named, for the
period of two years, as therein described, and fifteen percent thereafter, which tax shall be assessed and collected in the county of St. Louis in the same manner as other state taxes are assessed and collected, and shall be appropriated by the legislature to the payment of the principal and interest now due or hereafter to become due upon the bonds of the state issued to the company.
Such receipts for the transportation of freight and passengers for the first of the two years, not including any sum received from the excepted source, amounted to six hundred and eightytwo thousand five hundred and seventy dollars, and the agreed statement shows that a tax of ten percent, amounting to sixtyeight thousand two hundred and fiftyseven dollars, was assessed in the proper county on the gross receipts of the railroad for that year, under the provisions of the said ordinance. None of the principal of the bonds was due at the time the tax was assessed, but the interest on the same, to an amount greater than the amount of the tax, was due at that time.
Payment of the tax being refused the defendant, as the collector, seized the property of the company to satisfy the same, and the plaintiffs here brought an action of trespass against the collector to test the validity of the tax in the state circuit court for the county where the tax was assessed. Service was made and the defendant appeared, when the parties waived a jury and submitted the case to the court upon an agreed statement of facts. Hearing was had and the court rendered judgment for the e plaintiffs and the defendant excepted and appealed to the supreme court of the state, where the judgment of the state circuit court was reversed and a judgment rendered for the defendant. Whereupon the plaintiffs sued out a writ of error and removed the cause into this Court.
Corporate powers were conferred upon the company by the Act of the third of March, 1851, but the act of incorporation contains no provision whatever exempting the property of the company from taxation. Three years later, the charter was amended, and the sixth section of the amendatory act
provided that the capital stock, with all machines, wagons, cars, engines, or carriages belonging to the company, with all their works or other property, and all profits which shall arise from the same, shall be vested in the shareholders in proportion to their shares, and that the same shall be deemed personal estate and shall be exempt from any public charge or tax whatsoever for the period of five years from and after the passage of the act, which period has long since elapsed.
Attempt is made in argument to show that an exemption from taxation may be implied from some of the provisions of the act to provide for the completion of the railroad and its west branch. Based solely on that theory the error assigned is that the ordinance of the state imposing the tax is in violation of that provision of the Constitution which prohibits the states from passing any law impairing the obligation of contracts. Pursuant to that theory the plaintiffs contend that the legislative act to complete the railroad enacted a mode of making payments by the company to the state, which, when the act was accepted by the company, became a binding contract between the parties, within the protection of that provision of the Constitution, and that as such it could not be rescinded by any subsequent legislation, and that the ordinance does impair the obligation of that contract by providing another and a different mode of enforcing the payments without the consent of the company.
Serious difficulty would arise in sustaining the judgment of the state court if the view assumed in the proposition was correct, that the ordinance was a mere change of the order of disbursing the receipts and earnings of the company, instead of being what it purports to be on its face, an expression of the sovereign will of the people of the state levying taxes to pay and discharge the indebtedness of the state.
Power to tax is granted for the benefit of the whole people, and none have any right to complain if the power is fairly exercised and the proceeds are properly applied to discharge the obligations for which the taxes were imposed. Such a
power resides in the state government as a part of itself, and need not be reserved when property of any description is granted to individuals or corporate bodies. [ Footnote 1 ]
Unless exempted in terms which amount to a contract not to tax, the property, privileges, and franchises of a corporation are as much the legitimate subjects of taxation as any other property of the citizens which is within the sovereign power of the state. Repeated decisions of this Court have held, in respect to such corporations, that the taxing power of the state is never presumed to be relinquished, and consequently that it exists unless the intention to relinquish it is declared in clear and unambiguous terms. [ Footnote 2 ]
Express exemption is not pretended, nor does the act to provide for the completion of the railroad contain any provision which, when properly construed, affords any support to the proposition that any such contract exists between the company and the state, either express or implied, even if it could be admitted that mere implication is sufficient, which may well be questioned, as the current of the decisions of this Court warrant the conclusion that if such an exemption be claimed it must be made to appear in clear, explicit, and unequivocal terms.
Authorities from numerous sources are cited by the plaintiffs, but none of them shows that a lawful tax on a new subject, or an increased tax on an old one, interferes with a contract or impairs its obligation within the meaning of the Constitution, even though such taxation may affect particular contracts, as it may increase the debt of one person and lessen the security of another or may impose additional burdens upon one class and release the burdens of another, still the tax must be paid unless prohibited by the Constitution, nor can it be said that it impairs the obligation of any existing contract in its true legal sense. [ Footnote 3 ]
Properties of every kind over which the sovereign power of a state extends are objects of taxation outside of the means and instruments of the Federal government. [ Footnote 4 ]
Unrestricted by constitutional limitations the only restraint upon the taxing power of the states is the responsibility of those in whom the power is lodged, and the power of appropriation of the proceeds, when not so restrained, is equally unlimited. [ Footnote 5 ]
Questions not involved in the assignment of errors will not be examined, nor is it necessary, as all agree that the main question in the case is whether the ordinance impairs the obligation of any contract made and concluded between the state and the company before the ordinance was adopted.
Unless the power of the state to tax the company was surrendered by the antecedent act to provide for the completion of the railroad, it must be conceded that the power exists, as it is plain that none of the other acts referred to afford any support whatever to such a proposition.
Five years before that act was passed, the company made default in the payment of the interest falling due on the bonds which the state issued for their benefit, and by that act the legislature postponed and released the lien of the state, which was a first lien on all their property to the amount of four millions three hundred and fifty thousand dollars, and accepted in its stead a second lien upon the same property in order that the company might issue six millions of dollars of bonds of their own and be able to secure their payment, principal and interest, by a first mortgage upon the same property, to complete the main line of the road and its west branch and the bridge therein described.
Moneys belonging to the company from that time were to be placed in the hands of the fund commissioner created by the act, and were to be disbursed by him as follows:
(1) Amounts required for the actual current expenditures in operating the railroad and carrying on the ordinary business
of the corporation, including all sums that may be necessary for keeping the same in a good state of repair, and for such additions to the rolling stock, &c.;, as may be required to enable the company to transact the business of the railroad.
(2) Amounts sufficient to pay the salary of the fund commissioner.
(3) Amounts sufficient to pay the interest upon said first mortgage bonds, as the same shall fall due.
(4) Amounts necessary to pay the cost of the construction and equipment of the railroad.
(5) Amounts sufficient to pay accruing dividends on preferred stock, not exceeding six percent per annum thereon, as provided in the act.
(6) Amounts sufficient to pay the interest due on the outstanding bonds of the state previously loaned to the company.
(Lastly) He shall disburse the surplus to the payment of the principal of said first mortgage bonds until the same shall be fully paid off, or if none of such bonds shall have become due, then to the payment of the principal of the bonds of the state, if any are still outstanding, and the balance shall be paid over to the company.
Further examination of those provisions is certainly unnecessary, as it is too plain for argument that they do not afford the slightest support to the views of the plaintiffs. On the contrary, they are entirely silent upon the subject of taxation and fully justify the remarks of the state court when they say that the subject of taxation forms no part of the contract contained in the act under consideration. [ Footnote 6 ]
Nothing is said about taxation, and it does not seem to have entered into the contract between the parties, but was obviously left where the law had placed it before the act was passed; nor was any provision made for the payment of taxes unless it may be held that the disbursements for that purpose may fairly be included in such as are required to pay the current expenditures in carrying on the ordinary business of the corporation. [ Footnote 7 ]
Reference is also made to some other sections of the act
as supporting the proposition submitted by the plaintiffs, but it is so obvious that they cannot be so regarded without departing from the established rules of law applicable in such cases that it is not necessary to pursue the discussion.
Like controversy exists between the state and another of the railroads mentioned in the ordinance, in which case it is contended that the ten percent charge imposed by that instrument is not a tax within any correct meaning of that word, that it is an appropriation of the property of the company without due process of law, or the taking of the property of the company without just compensation, but no such questions are open for examination in this case, as no such errors are assigned in the record.
THE CHIEF JUSTICE dissented. STRONG J., did not sit.
[ Footnote 1 ]
Cooley on Constitutional Limitations 127280.
[ Footnote 2 ]
Society for Savings v. Coite, 6 Wall. 606; Philadelphia and Wilmington Railroad Co. v. Maryland, 10 How. 393; Providence Bank v. Billings, 4 Pet. 561; Jefferson Bank v. Skelly, 1 Black 436; Ohio Life Insurance & Trust Co. v. Debolt, 16 How. 416.
[ Footnote 3 ]
Blackwell on Tax Titles (2d ed.) 408.
[ Footnote 4 ]
Hamilton Co. v. Massachusetts, 6 Wall. 639.
[ Footnote 5 ]
Griffin v. The Mayor, 4 Comstock 419; Crowell v. Lawrence, 41 N.Y. 141.
[ Footnote 6 ]
City of St. Louis v. Insurance & Trust Co., 47 Mo. 155.
[ Footnote 7 ]
Railroad Company v. Maguire, 49 Mo. 490; Pacific Railroad v. Maguire, 51 Mo. 142.