21 N.Y.S. 48

PEOPLE ex rel. EICKEMEYER-FIELD CO. et al. v. RICE, Secretary of State.

(Supreme Court, General Term, Third Department.

November 22, 1892.)

Corporations—Consolidation—Meaning of Statute. Laws 1892, c. 668, § 1, par. 1, providing- for the consolidation of two corporations into a new corporation, authorizes, by intendment, the consolidation of two or more corporations into such new corporation.

Appeal from special term, Albany county.

Application by the Eickemeyer-Field Company and others for a writ of peremptory mandamus to compel Frank .Rice, as secretary of state, to file certain articles of association. From an order denying application for peremptory mandamus, relators appeal. Reversed.

Argued before HERRICK and PUTNAM, JJ.

Smith & Dougherty, (J. Hampden Dougherty, of counsel,) for appellant.

Simon W. Rosendale, Atty. Gen., for respondent.


The relators, the Eickemeyer-Field Company, the Eickemeyer Dynamo Company, and the Yonders Machine Company, three corporations duly incorporated under the laws of this state subsequent to 1886, who had each, on filing a certificate of organization in the office of the secretary of state, paid the tax required by chapter 143 of the Laws of 1886, on or about June 13, 1892, agreed to consolidate into one corporation, the Eickemeyer-Field Manufacturing Company, also one of the relators. On presenting to the secretary of state the papers showing such consolidation, he declined to file the same until the fees, as required by the act of 1886 and amendments thereto, were first paid. At the time of the consolidation in question, chapter 668 of the Laws of 1892, amending chapter 143 of the Laws of 1886, was in force; section 1 of said act containing the following provision:

“In case of the consolidation of two corporations into a new corporation, said new corporation shall be required to pay the tax hereinbefore provided for only upon the amount of its capital stock in excess of the aggregate amount of capital stock of said two corporations upon which said tax shall have heretofore been paid, and no more. ”

The state insists, and the court below held, that the above-quoted provision of the act of 1892 does not apply to a case like this, of the consolidation of three corporations; that the statute should be construed to mean two only, and not two or more. The word “two,” as in ordinary use, is sometimes intended to mean only two, and sometimes two or more. Instances are cited by respondent where the word should have the former meaning, and the appellant calls our attention to cases where the word “two,” as used, is evidently intended to mean two or more.

*49The question before us, to be determined, is what meaning should be given to said word as used in the above-quoted provision of the act of 1892. The rules to be followed in the construction of statutes are well settled. It is held that—

“The great principle which is to control is the intention of the legislature in passing the same, which intention is to be ascertained from the cause or necessity of making the statute, as well as other circumstances. A strict and literal interpretation is not always to be adhered to; and, where the case is brought within the intention of the makers of the statute, it is within the statute, although by a technical interpretation it is not within its letter. It is the spirit and purpose of a statute which are to be regarded in its interpretation. "s * A reasonable construction should be adopted in all cases where there is a doubt or uncertainty in regard to the intention of the lawmakers. ” People v. Lacombe, 99 N. Y. 49, 1 N. E. Rep. 599; Smith v. People, 47 N. Y. 336; McKuskie v. Hendrickson, 128 N. Y. 558, 28 N. E. Rep. 650.

Applying ttie above doctrine to the case before us, it is to be presumed that the intent of the legislature in enacting the above-quoted provision contained in chapter 688 of the Law's of 1892 was to prevent a liability on the part of a corporation which had paid the tax required by the act of 1886 on a consolidation with another corporation, which had also paid said tax, to again pay the same tax. The object of the law was to prevent a double taxation. To hold, therefore, that on consolidation of two companies the new corporation w'as not required to pay a tax under the act of 1886, while on the consolidation of three or more the tax could be legally imposed, would result in making the statute unreasonable and absurd, and in not carrying out what may be presumed to be the intent of the legislature in enacting it. If on consolidation of two companies the tax under the act is not required to be paid, there is no reason why the same exemption from taxation should not follow the combination of three or more corporations. I think, therefore, that under the rule laid down a« to the construction of statutes in the above-quoted authorities the word “two,” as contained in the above-quoted provision of the act of 1892, should be deemed to mean two or more, in order to carry out the apparent purpose of the legislature. To give this construction of the law, we are not compelled to go beyond the letter of the statute, as is sometimes done. We are merely giving to the word “two” a meaning often given to it, as in common use. The meaning of the word as used in the statute is doubtful, and in such a case it is proper to resort to the intent of the lawmakers in order to determine the sense in which the word was used. Chamberlam v. Transp. Co., 44 N. Y. 309; People v. City of Buffalo, (Sup.) 11 N. Y. Supp. 314; Donaldson v. Wood, 22 Wend. 397. It follows that the order appealed from should be reversed, with $10 costs and disbursements, and the mandamus asked for by the relators granted, with $50 costs and disbursements.

People ex rel. Eickemeyer-Field Co. v. Rice
21 N.Y.S. 48

Case Details

People ex rel. Eickemeyer-Field Co. v. Rice
Decision Date
Nov 22, 1892

21 N.Y.S. 48

New York



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