Society for Savings v. Coite, 73 U.S. 594 (1867)

U.S. Supreme Court

Society for Savings v. Coite, 73 U.S. 6 Wall. 594 594 (1867) Society for Savings v. Coite

73 U.S. (6 Wall.) 594

ERROR TO THE SUPREME

COURT OF CONNECTICUT

Syllabus

1. A statute of a state requiring savings societies, authorized to receive deposits but without authority to issue bills, and having no capital stock, to pay annually into the state treasury a sum equal to three-fourths of one percent on the total amount of their deposits on a given day imposes a franchise tax, not a tax on property.

2. Such a tax is valid.

3. Consequently the fact that a savings society so taxed has invested a part of its deposits in securities of the United States declared by Congress, in the act which authorized their issue, to be exempt from taxation by state authority, does not exempt the society from taxation to the extent of deposits so invested.

The Legislature of Connecticut, in 1863, enacted that the several savings banks in the state should make annual return to the comptroller of public accounts "of the total amounts of all deposits" in them respectively on the first day of July in each successive year, and that each should annually pay to the treasurer of the state "a sum equal to three-fourths of one percent on the total amount of deposits" in such savings bank on the days aforesaid. The statute declared that this tax should be in lieu of all other taxes upon savings banks or their deposit.

With this statute in existence, the "Society for Savings" -- one of the savings banks of Connecticut, and as such empowered by its charter to receive deposits of money and improve them for the benefit of its depositors, but having no capital stock or stockholders -- had on the 1st July, 1863, $500,161 of its deposits invested in securities of the United States, which, by the act of Congress authorizing their

Page 73 U. S. 595

issue, were declared to be exempt from taxation by state authority, "whether held by individuals, corporations, or associations." [Footnote 1] Upon the amount of their deposits thus invested, the society refused to pay the sum equal to the prescribed percentage.

On a suit brought by Coite, treasurer of the state, for the purpose of recovering the tax thus withheld, the Supreme Court of Connecticut decided that the tax in question was not a tax on property, but on the corporation as such, and rendered judgment accordingly for the plaintiff. [Footnote 2]

The correctness of the judgment was the point now here on error.

Page 73 U. S. 602

MR. JUSTICE CLIFFORD delivered the opinion of the Court.

Savings banks, and societies for savings, in the State of Connecticut are required by the law of the state to pay annually to the state treasurer for the use of the state a sum equal to three-fourths of one percent on the total amount of deposits in such institution on the first day of July in each year. Preparatory to such an assessment the treasurer of every such institution is required, within the first ten days of July in each year, to make out under oath, and deliver

Page 73 U. S. 603

to the comptroller of public accounts, a correct statement of the total amount of all such deposits on that day in their respective institutions. Payment of the tax is required to be made in semiannual installments, and the provision is that the tax, so levied, shall be in lieu of all other taxes on said institutions and the deposits therein. [Footnote 3]

Institutions called savings and building associations are also embraced in the same provision, but the clauses of the section having respect to such associations are omitted, as they are not in any view material in this investigation. They are stock associations of a novel and peculiar character, organized under a general law, and are quite distinct from savings banks and societies for savings, which are merely banks of deposit and loan, having no stock, and which were created under special charters from the legislature of the state. [Footnote 4]

Such institutions are banks of deposit, but they have no capital stock or stockholders, and are without any authority to make discounts or issue any circulating medium. Money in limited amounts may be deposited in such banks for safekeeping and be withdrawn at the pleasure of the owner, under such regulations as the charter and bylaws may prescribe. Authority is vested in the corporation by its charter to receive such deposits in trust for the owner, and to loan, use, and improve the same, and to apply and divide the net income and profits thereof in just proportions among the persons making such deposits, subject to certain reasonable deductions as therein provided.

Like other corporations they may choose their own officers and may admit new members; and the charter also provides that they may sue and be sued, that they may take and hold real estate, other than such as is conveyed as security or in payment of debts, to a limited amount, and may vest their funds in the stock of the state banks or other public stock of the state or of the United States, and may dispose of the

Page 73 U. S. 604

same from time to time in such amounts as will meet the demands for the deposits made in such institution. [Footnote 5]

Whole amount of deposits in the defendant bank on the first day of July, 1863, was $4,758,273.37, of which the sum of $500,161 was then invested and held in securities of the United States, declared by act of Congress to be exempt from taxation, as appears by the return of the treasurer of the bank to the comptroller of public accounts and by the agreed statement in the record. Prompt payment of the first installment of the tax, as required by law, was made by the bank, less the prescribed percentage upon the amount of the deposits invested in government securities, which they refused to pay, insisting that the tax to that extent was unauthorized and illegal. Due proceedings were accordingly instituted by the plaintiff, as the treasurer of the state, to recover of the bank the balance of the tax so withheld. [Footnote 6] Judgment in the court below was rendered for the plaintiff, and the defendants sued out this writ of error.

1. Payment is required to be made to the treasurer of the state, for the use of the state, of a sum equal to three-fourths of one percent on the total amount of deposits in such institution, on the first day of July in each year, and the question is whether, by the true construction of that provision, the assessment is properly to be regarded as a tax on property or as a tax on the privileges and franchises of the defendant corporation. Viewed as a tax on property, the assessment, so far as respects the amount in controversy, would be illegal, as it is well settled by repeated decisions of this Court that the states cannot tax the securities of the United States, declared by act of Congress to be exempt from taxation, for any purpose whatever. Congress has power to borrow money on the credit of the United States, and the people, by making the government supreme, have shielded its action in the exercise of that power from every species of unfriendly state legislation. Undoubtedly the states may tax all subjects over which the sovereign power of the state

Page 73 U. S. 605

extends, but they are not authorized to tax the instruments of the federal government nor the means employed by Congress to carry into effect the enumerated powers of the Constitution, or any other power vested by the fundamental law in the government of the United States. Such were the early doctrines of this Court upon the subject, and those doctrines have been reaffirmed and enforced in the recent decisions of the court.

All subjects over which the sovereign power of a state extends are, as a general rule, proper objects of taxation, but the power of a state to tax does not extend to those means which are employed by Congress to carry into execution the powers conferred in the federal Constitution. [Footnote 7]

Unquestionably the taxing power of the states is very comprehensive and pervading, but it is not without limits. State tax laws cannot restrain the action of the national government, nor can they abridge the operation of any law which Congress may constitutionally pass. They may extend to every object of value within the sovereignty of the state, but they cannot reach the administration of justice in the federal courts, nor the collection of the public revenue, nor interfere with any constitutional regulation of commerce. [Footnote 8]

True reason for the rule is that the Constitution of the United States and the laws of Congress made in pursuance thereof are the supreme law of the land, and the express provision is that the judges in every state court shall be bound thereby, anything in the constitution or laws of any state to the contrary notwithstanding. [Footnote 9]

2. None of these principles is denied by the original plaintiff. On the contrary, he admits that the states do not possess the power, by taxation or otherwise, to retard, impede, burden or in any manner to control the operation of the constitutional laws passed by Congress to carry into

Page 73 U. S. 606

execution the powers vested in the federal government. Conceding all this, he still denies that the tax in this case is in any proper sense subject to any such objection, but insists that in any and every point of view it is a tax on the privileges and franchises of the defendant corporation, which was created by the legislature of the state, and which, by all the authorities, it is entirely competent for the state to tax, with the other property of the citizens, for the support of the state government.

Power to tax is granted for the benefit of all, 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 government as a part of itself, and need not be reserved when property of any description, or the right to use it in any manner, is granted to individuals or corporate bodies. [Footnote 10]

Unless exempted in terms which amount to a contract, the privileges and franchises of a private corporation are as much the legitimate subject 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 11]

Corporate franchises are legal estates vested in the corporation itself as soon as it is in esse. They are not mere naked powers granted to the corporation, but powers coupled with an interest which vest in the corporation upon the possession of its franchises, and whatever may be thought of the corporators, it cannot be denied that the corporation itself has a legal interest in such franchises. [Footnote 12]

Nothing can be more certain in legal decision than that

Page 73 U. S. 607

the privileges and franchises of a private corporation, and all trades and avocations by which the citizens acquire a livelihood, may be taxed by a state for the support of the state government. Authority to that effect resides in the state independent of the federal government, and is wholly unaffected by the fact that the corporation or individual has or has not made investment in federal securities. [Footnote 13]

Private corporations engaged in their own business and pursuing their own interests according to their own will are as much subject to the taxing power of the state as individuals, and it cannot make any difference whether the tax is imposed upon their property, unless exempted by some paramount law, or the franchise of the corporation, as both are alike under the protection and within the control of the sovereign power. [Footnote 14]

Recurring to the language of the act, it is necessary to bear in mind that the defendant corporation belongs to a class of savings banks having deposits and assets, but which have no capital stock or stockholders. Such a corporation as a savings and building association, it seems, was unknown in that state at the time when the first act was passed requiring savings banks and savings associations to pay annually into the Treasury of the state a sum equal to a prescribed percentage upon the total amount of deposits in their respective institutions on a given day in each year. [Footnote 15]

The original act was passed in 1851, more than ten years before the present securities of the United States were issued and put into the market. Charters were subsequently granted by the state to savings and building associations, which are stock companies, and the Tax Act of 1857 was so modified as to include the stock of those corporations. [Footnote 16]

Savings and building associations, as they are called, are also included in the act under consideration as well as savings

Page 73 U. S. 608

banks, and societies for savings. [Footnote 17] Hence it is that stock as well as deposits is mentioned in the provision, but it is clear that the word stock applies solely to the former class of corporations, and not to the latter, as the latter have not, and never had any capital stock.

Amount of the tax required to be paid by the defendant corporation is a sum equal to three-fourths of one percent on the total amount of deposits in the institution on the first day of July in each year. Reference is evidently made to the total amount of deposits on the day named, not as the subject matter for assessment, but as the basis for computing the tax required to be paid by the corporation defendants. They enjoy important privileges, and it is just that they should contribute to the public burdens.

Views of the defendants are, that the sums required to be paid to the treasury of the state, is a tax on the assets of the institution, but there is not a word in the provision which gives any satisfactory support to that proposition. Different modes of taxation are adopted in different states, and even in the same states at different periods of their history. Fixed sums are in some instances required to be annually paid into the treasury of the state, and in others a prescribed percentage is levied on the stock, assets, or property owned or held by the corporation, while in others the sum required to be paid is left indefinite, to be ascertained in some mode by the amount of business which the corporation shall transact within a defined period.

Experience shows that the latter mode is better calculated to effect justice among the corporations required to contribute to the public burdens than any other which has been devised, as its tendency is to graduate the required contribution to the value of the privileges granted, and to the extent of their exercise. Existence of the power is beyond doubt, and it rests in the discretion of the legislature whether they will levy a fixed sum, or if not, to determine in what manner the amount shall be ascertained.

Page 73 U. S. 609

Irregularity of taxation is a fruitful source of complaint, and it is but right to say that the mode prescribed in this provision of computing the sum to be paid is well calculated to distribute the burdens in equal and just proportions. Arbitrary sums are almost necessarily unequal, as the legislature cannot foresee the varying circumstances of the future which may surround the business of a corporation, and which may abridge or augment its receipts and increase or diminish its profits.

Satisfactory inducements may be suggested as having prompted the mode of taxation adopted by the legislature without imputing any such motives as are supposed by the defendants. Common justice requires that taxation, as far as possible, should be equal, and the language of the provision in this case supports no other inference than that the legislature in framing it was governed solely by that consideration.

Deposits are not capital stock in any point of view, and they are not even investments in the sense in which the word is employed in that provision. [Footnote 18] Where the deposit is general and there is no special agreement proved, it is doubtless true that the title of the money deposited in a bank passes to the bank, and the bank becomes liable to the depositor for the amount as a debt. [Footnote 19] Regarded entirely as a transaction between the bank and the depositor, it would be correct to say that the money deposited became the assets of the bank, and it may also be conceded that all such assets, unless invested in property or securities exempted from taxation, might be required to contribute to the support of the state government as the property of the bank, but it is obvious that the word "deposits," as employed in that provision, is not used by the legislature in any such sense. Whenever the law imposes a tax on property in that state, it makes provision that the value of the property shall be ascertained by appraisement, and the requirement is that the tax shall

Page 73 U. S. 610

be assessed on the appraised value of the property. Taxpayers are required to furnish to the assessors of the town in which they reside a schedule, under oath, of all their taxable property, and it is made the duty of the assessors to appraise the same and enter the value thereof on the appropriate lists. Municipal corporations as well as the state may levy taxes on the taxable property of the citizens, but all taxes, state and municipal, are collected by the collectors of the towns. Joint stock companies, and all chartered corporations except banking, insurance, railroad, and savings corporations &c., are subject to these regulations.

Attention to those regulations, even for a moment, will show that none of them has any application to the assessment described in the provision under consideration. Instead of a list furnished to the assessors of the town, the requirement is that a return shall be made to the comptroller of public accounts, and the assessment as required to be made is wholly irrespective of value or of profit or loss. Town collectors have nothing to do in collecting the amount, and the tax, when paid, is in lieu of all other taxes on the institution. Other corporations in the state, with certain exceptions, are taxed upon a valuation "in the same manner and to the same extent as if such property was owned by an individual resident in this state." [Footnote 20] But the corporation defendants are only required to pay to the treasurer of the state a sum equal to three-fourths of one percent on the total amount of their deposits on the first day of July in each year. They pay nothing for municipal and local taxes, either to the cities, towns, or districts in which they are located, and they are expressly exempted from all other taxation. Much weight is also due to the fact that the taxes are imposed directly by the legislature, without regard to investment or value, and if the amount was fixed by law, all, we think, would agree that the assessment was a tax upon the corporation, and not upon its property as contended by the defendants.

Page 73 U. S. 611

Neither investment nor the value of the deposits being mentioned in the provision, it seems clear that they are unimportant in this investigation, as the amount of the tax is the same whether the deposits, on the day named, have or have not been invested, and whether they are above the par value or of no value at all. Moneys received constitute deposits in the sense in which the word is used in that provision, and the total amount of such deposits on that day furnishes the true basis of computation, wholly irrespective of their market value or of the disposition made of the funds by the defendants. [Footnote 21]

Looking at the case in any point of view, we are of the opinion that there is no error in the record.

Judgment affirmed with costs.

THE CHIEF JUSTICE, GRIER, J., and MILLER, J., dissented on the ground that the tax was a tax on the property, and not upon the franchises and privileges of the plaintiff in error.

[See the 73 U. S. ]

[Footnote 1]

12 Stat. at Large 346.

[Footnote 2]

Coite v. Savings Bank, 32 Conn. 173.

[Footnote 3]

Session Laws 1862, p. 49.

[Footnote 4]

Comp. Stat 218.

[Footnote 5]

2 Private Laws 1049.

[Footnote 6]

7 General Statutes 61.

[Footnote 7]

McCulloch v. Maryland, 4 Wheat. 429.

[Footnote 8]

Brown v. Maryland, 12 Wheat. 448; Weston v. Charleston, 2 Pet. 467.

[Footnote 9]

Constitution, Article VI.

[Footnote 10]

Providence Bank v. Billings, 4 Pet. 563.

[Footnote 11]

P. & W. R. Co. v. Maryland, 10 How. 393.

[Footnote 12]

Dartmouth College v. Woodward, 4 Wheat. 700.

[Footnote 13]

Osborn v. Bank of the United States, 9 Wheat. 859.

[Footnote 14]

Angell & Ames on Corporations (8th ed), § 438; Brown v. Maryland, 12 Wheat. 444.

[Footnote 15]

Comp.Stat. 842.

[Footnote 16]

Comp.Stat. 218; Session Laws 1859, p. 58.

[Footnote 17]

Session Acts 1862, p. 49.

[Footnote 18]

Bank for Savings v. Collector, 3 Wall. 514.

[Footnote 19]

Thomson v. Riggs, 5 Wall. 678.

[Footnote 20]

Revised Statutes 709.

[Footnote 21]

Savings Bank v. Collector, 3 Wall. 514.