Commonwealth v. Central Petroleum Co.

This suit is brought to recover the amount of taxes clue by the defendant to the commonwealth, as settled at the accounting department of the State, on February 20th, 1866, amounting to $9000. It is conceded that the defendant is a company engaged in obtaining or preparing mineral oil, incorporated under the laws of New York, and having its principal office in that State, but holding its oil lands -and carrying on business in Pennsylvania. It made its return to the auditor-general, as required by our laws, showing that during the year 1865, down to November 1st, it had made net earnings amounting to $300,000, on which it was charged a tax of three per cent, under the act of 30th of April, 1864. The settlement was unappealed from, and is of course conclusive as to amount, provided our officers had jurisdiction over the subject-matter, and authority to assess the tax. It is contended for the defendant, First, That it possesses immunity from taxation under section 6 of the act of 21st of April, 1854, relative to manufacturing corporations. We are of the opinion that it does not come within that law, which appliés solely to corporations created by the courts of this commonwealth fo,r mining purposes, extended by section 1 of the act of 1st of April, 1863, to those engaged in the manufacture or preparation of lubricating oils, etc. This company never was so created, but is a foreign corporation. Besides, the tax thus referred to, is merely in the nature of a bonus, such as is very generally required by the legislature, leaving the corporation still subject to the ordinary taxation. The sole power of this company to hold land in Pennsylvania is derived from section 2 of the act of 22d July, 1863, which enables foreign corporations, created for mining purposes, to hold not exceding three hundred acres of land in this State. That section is repealed by the act of 23d of March, 1865, leaving the right to land already vested under the former law unimpaired, but making it the duty of the foreign corporation doing business in this State, to render the same returns and pay the same taxes, under like penalties, as is required of corporations chartered under the laws of this State. If the question were before us, it might admit of serious doubt whether this *374company, chartered by another State, could hold any land here for an oil well under the grant of power to hold for mining purposes, boring a hole in the ground to extract oil having little more resemblance to mining, than would one made to obtain salt water, or water for domestic uses. If this company is tolerated to hold land and transact business in Pennsylvania, it is by the terms of the act of 23d of March, 1865, made its imperative duty to pay its taxes. Second, It is contended that this company is not subject to the tax of three per cent, on net earnings, because it pays a tax on its dividends, and section 2 of the act of 30th of April, 1864, only imposes it on such corporations as do not. By the act of 29th of April, 1844, a tax was imposed on th&dividends of nearly all corporations within the commonwealth, and also on the value- of the capital stock, in many cases to be computed by the amount of dividends. These were distinct taxes. The Bank Act of 1850 and its supplements imposed this double tax on the banks of issue. The act of 12th of April, 1859, in attempting to equalize taxation on corporations, repealed the tax on dividends as to everything but banks either of issue or deposit, leaving the one as before, and subjecting the other for the first time to the same burden. The defendant as a corporation was exempted from any fax on its dividends by the act of 1859, and therefore comes within the very words of tne act of 1864, as “ a corporation doing business in this commonwealth,” is clearly covered by the statute, which is made doubly clear by the act of 1865, already cited. These questions scarcely arise in the present case, as they are not before us on appeal, the statute making the settlement of the account conclusive. We have thought proper, on the earnest solicitation of the defendant’s counsel, to give instructions on every point raised on the argument. There is one other presented, as to the constitutional power of the legislature to tax corporations not created by or under the laws of this State, but that will come up on the point reserved. You are instructed to render a verdict in favor of the commonwealth for $9000.

It is scarcely possible to raise a question on the point reserved in this case. The principles laid down by Woodward, C. J., in Maltby v. The Reading R. R. Co. (5 Am. Law. Reg., N. S. 479), fully covers it, and the same have been enunciated in many other cases in this State. If Pennsylvania chooses by statute to authorize a foreign corporation to hold land and carry on its business within her borders, it does not relieve that property or the profits made from the payment of the same taxes as our own corporations. The company in question was only permitted to hold land for mining purposes by our law of 1863, which was repealed by the act of 23d of March, 1865, but the company was suffered to hold the property acquired, and carry on its business on the express condition that it should make annual returns and *375pay the same taxes as provided by law for corporations chartered under our own laws. If it did not like the terms, it should not have pursued the business. The case is entirely unlike that of Olive v. The Washington Mills (11 Allen), or the one decided in Tennessee, reported in — Yerger. All of the profits taxed in the case of this company were made after the passage of the act of 1865, if made at all; and the corporation or its stockholders have no cause to complain. The tax imposed by our law is not on tire foreign stockholder, btit on the corporation itself.

Judgment must be rendered in favor of the commonwealth on the reserved point.