Locomobile Company of America vs. Commonwealth

Massachusetts Supreme Judicial Court1917-09-13

228 Mass. 117

Summary · law.co

Holding. The petition for recovery of excise tax was dismissed. The court held that Massachusetts lawfully imposed an excise tax on the foreign corporation's privilege of conducting business within the state, and the increase in the tax resulting from the company's increased authorized capital stock did not render the tax invalid, even though the additional capital was invested entirely outside Massachusetts.

The Locomobile Company, a foreign corporation conducting business in Massachusetts, sought to recover an excise tax imposed under state law on the privilege of doing business within the Commonwealth. The company had increased its authorized capital stock from $5,000,000 to $6,500,000 between two related proceedings, with the additional capital used exclusively to expand its manufacturing operations in Connecticut. The company argued that the increased tax amount resulting from the larger authorized capital stock was improper because the new capital was invested entirely outside Massachusetts.

The court rejected this argument, holding that the tax was lawfully imposed on the company's substantial domestic business activities, which had already been deemed taxable in a prior decision. The court reasoned that authorized capital stock serves merely as a measure for calculating the tax rather than as the subject of taxation itself. The fact that some of the authorized capital was invested out of state did not render the tax improper, as the statute lawfully uses authorized capital as a measurement tool without directly taxing property located outside the Commonwealth's borders.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Whether a state may levy an excise tax on a foreign corporation's privilege of doing business based on authorized capital stock that includes investments outside the state
Whether authorized capital stock constitutes a permissible measure of taxation when property itself is not directly taxed
Whether an increase in authorized capital stock invested outside the state affects the validity of an excise tax on domestic business activities

Procedural posture

The petition was submitted to a single justice on an agreed statement of facts and was dismissed.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

Rugg, C. J.

This is a petition for the recovery of the excise tax levied according to the terms of St. 1909, c. 490, Part III, §§ 56 et seq upon - a foreign corporation for the privilege of conducting business within this Commonwealth. It was submitted to a single justice upon an agreed statement of facts in every respect the same as that agreed to in connection with the petition of the same petitioner considered and ordered dismissed in 218 Mass. 558, 573-575, 581, “except the amount of the authorized capital stock, the amount of the tax sought to be recovered and the figures indicating the amount of business in different respects done for the year in question.” The facts need not be repeated here, as they are set forth in full in the report just cited. The only pertinent fact here disclosed and absent from the earlier case is that since that case arose and “In 1913 the company increased its authorized capital stock from $5,000,000 to $6,500,000, of which $6,250,000 has been paid in. This additional capital stock was used solely to extend and improve the company’s manufacturing plant in Bridgeport, Connecticut, and to increase its business of manufacturing and selling automobiles to be delivered from that plant, as above described. No part thereof was used for the purpose of increasing the business of selling used cars or of making repairs, transacted as aforesaid at its Boston place of business.” It was held in the earlier decision that the petitioner’s manifestly domestic business of considerable proportions rendered the petitioner subject to the excise tax.

The circumstance that the tax now is somewhat larger because of an increase of capital stock invested wholly outside this Commonwealth is under all the circumstances an immaterial circumstance. The authorized amount of capital stock is not the same as its paid in capital and doubtless is different from its entire capital. As was said in Baltic Mining Co. v. Massachusetts, 231 U. S. 68, at page 87, "the Massachusetts statute limits the tax to a maximum of $2,000. The conclusion, therefore, that the authorized capital is only used as the measure of a tax, in itself lawful, without the necessary effect of burdening interstate commerce, brings the legislation within the authority of the State. So, if the tax is, as we hold it to be, levied upon a legitimate subject of such taxation, it is not void because imposed upon property beyond the State’s jurisdiction, for the property itself is not taxed. In so far as it is represented in the authorized capital stock it is used only as a measure of taxation, and, as we have seen, such measure may be found in property or in the receipts from property not in themselves taxable.”

The case at bar seems to us to be governed by that decision. See also Baltic Mining Co. v. Commonwealth, 207 Mass. 381, and S. S. White Dental Manuf. Co. v. Commonwealth, 212 Mass. 35, both affirmed in 231 U. S. 68. Attorney General v. Electric Storage Battery Co. 188 Mass. 239. The principles declared in Locomobile Co. of America v. Commonwealth, 218 Mass. 558, 573-575, 581, are decisive against every contention put forward by the petitioner. Those principles, so far as governed by the Constitution of the United States, appear to us to be in conformity to the decisions of the Supreme Court of the United States. Kansas City, Fort Scott & Memphis Railway v. Kansas, 240 U. S. 227, and cases there reviewed. Kansas City, Memphis & Birmingham Railroad v. Stiles, 242 U. S. 111.

Since no part of the excise here challenged was levied under the terms of St. 1914, c. 724, that statute need not be considered.

Petition dismissed with costs.