People v. Schoonmaker

63 Barb. 44, 1871 N.Y. App. Div. LEXIS 167

Opinion

By the Court, P. Potter, J.

The construction to be given to the act of the legislature of 1868, (chap. 311, § 3,) is really the only question in this case. Hone of the facts set up in the answer, or stated in the affidavits read on the motion, are controverted by the people, or the other plaintiff's in the action. Independent of the facts contained in the defendants’ affidavits, and waiving the question whether the attorney general has authority to institute and maintain such an action, I am inclined to think that this motion can be determined by a reasonable interpretation of this special act of the legislature, enacted for a special purpose. A leading and controlling rule in the construction of statutes, as is conceded, is, to interpret them according to the true meaning and intent. To ascertain this intent, it is the duty of the court to find, by established rules, what was the fair, natural and probable intent of the legislature. For this purpose, the language employed in the act is first to be resorted to. If the words employed are free from ambiguity and doubt, and express plainly, clearly and distinctly, the intent, according to the most natural import of the language, there is no occasion to look elsewhere. (McCluskey v. Cromwell, 11 N. Y. 601.) But when the meaning of words is doubtful; and where it is seen that the same words have different meanings when employed under different circumstances, or to effect different objects, resort may be had to extrinsc circumstances. (Smith v. Helmer, 7 Barb. 416,) and the courts may seek for that intent in every legitimate way. (McCluskey v. Cromwell, supra.) And in The Mohawk Bridge Co. v. Utica and Schenectady Railroad Co., (6 Paige, 561,) Chancellor Walworth said, the court could advert to facts of public notoriety, to enable them to understand the language used by the legislature. These simple rules will, I think, enable us to draw a reasonable conclusion as to what was the meaning and intent of the legislature in using the language in the act to be interpreted. (See also United States v. Breed, 1 Sumner, 159; Heyden’s case, 3 Coke Rep. 7, b.; Devonshire v. Lodge, 7 Barn. & Cress. 39.)

The act in question was “to amend an act incorporating the Wallkill Valley Railroad Company, by authorizing said company to extend its road to Kingston, Ulster county,- and to authorize certain towns in Ulster county to issue bonds to aid in the construction of said road.” The act that was amended was passed in 1866, and the only portions of either act, requiring interpretation, is the restriction as to the description of persons whose consent was to be obtained, in order to give authority to issue such bonds. In the original act, the provision was in the following words:

“Provided, however, that the power and authority conferred by this section, shall only be exercised upon the condition that the consent of the tax-payers of such towns, their heirs or legal representatives, appearing upon the last assessment roll for the year 1865, as shall represent a majority of the taxable property of such towns,” &c.

The'supplemental act, passed April 24, 1868, (Laws of 1868, ch. 311,) under which the defendants were appointed commissioners, is in the following words :

“Provided, however, that no subscriptions to stock shall be made, or bonds issued as aforesaid, until the consent in writing, specifying the amount of such subscription and bonds to be issued, be first obtained of a majority of the tax-payers (or their legal representatives) appearing on the last assessment roll of such village or town, representing a majority of the taxable property of the residents of said town,” &c. (§ 3.)

The last assessment roll of the town of Bosendale, referred to in said last statute, was that of 1867. The total valuation of the property of that town was $463,798. The consent of admitted resident tax-payers, to the issuing of said bonds, represented property on the tax roll to the amount of $121,448. Of admitted resident tax-payers who did not consent to the issuing of bonds represented property on said tax roll to the amount of $68,890. The Delaware and Hudson Canal Company, who are tax-payers in said county, represented property on said tax roll to the amount of $201,720.

It is therefore seen that this presents the simple question of construction, to wit: was the Delaware and Hudson Canal Company, in the contemplation of this, statute, a resident of the town of Bosendale ? If they were such residents, then the defendants, .as commissioners, had no authority to issue the bonds referred to. If the Delaware and Hudson Canal Company were not, in the spirit and intent of this act, residents of said town, then the defendants seem to have been authorized to issue such bonds. This question of residence, then, is the real if not the only point in the case. Had the proceeding been under the act of 1866, the Delaware and Hudson Canal Company would be, clearly, included; and thé valuation of their property would have been also included, because they were tax-payers, and their property was a part of the taxable property of said town. There can be no question as to this. They were not'required by that act to be residents. But that act was not satisfactory, and was changed. How, then, does the act of 1868 change the- law, and what was the legislative intent in changing it ? It is to be presumed that they had some object in view; and it is absurd to assume that they made this change of phraseology, in th.e act, without intending .some change in its effect. Certain deductions are clear from the language itself. The former act included all tax-payers; the latter does not. That was one change. So that, by the latter act, certain taxpayers were refused a voice, or a vote, upon the question of consent. Who were intended to be so excluded, or, in other words, who, only, by the latter act, could vote or give consent to the issuing of such bonds ? The. answer is first to be taken from the words of the act itself, viz., the residents of the town. Was it the meaning and intent of the legislature, and is it the spirit of the act, that the Del-" aware and Hudson Canal Company, a corporation whose principal office and place of business is in the city of Hew York, should be. included in the language of this act—the residents of the town of Bosendale? Looking at the two acts, alone, I should think this corporation was not intended to be included in the latter act; and looking at the extrinsic circumstances existing at the time; at the meeting of the resident tax-payers of the town, in the fall of 1869 ; at their resolution to apply to the legislature for such a change of the law as would exclude this and other corporations from voting, or giving or refusing their consent to the issuing of such bonds; followed by the action of the legislature thereon, in the enactment of the latter act; the construction which would seem to be natural, from the language of the act alone, is confirmed by these circumstances. The gross and apparent injustice of creating a liability against this' corporation and their property, without their consent, is a matter chargeable to the legislature, and not to the courts. It is quite probable that the project is not only against their consent, but against, and perhaps in depreciation of, their property that may be burtheued to benefit others. And while we may see its injustice, it is our duty only to give construction to .the law, not' to make it.

It has been ably and elaborately argued that by analogy, and by reasonable construction, this corporation may be held to be residents of the town of Bosendale; and á very-large number of cases are cited to show that the courts, in certain cases, have held corporations to be persons, inhabitants and residents. But this is by construction, and for specified purposes; such as to create an equality of liability to taxation, and to confer power to bring or institute actions, the same as citizens; but, for general purposes, and for other special purposes, they are held not to be residents. The taxing acts do not declare them to be residents, but in certain cases make them liable as residents. And while the word resides is of frequent occurrence, in the statute, when referring to individuals, it is not so used as applied to corporations. So, “ taxable inhabitants” is the language applied to individuals, and not to corporations ; and corporations are to be assessed by special provisions, and their names to be entered specially in the roll as directed by statute. And, independent of the cases cited, making them “inhabitants,” and “residents,” by construction, for certain purposes, the natural and ordinary, and literal construction of residents of a town would not include corporations; especially those whose places of business were elsewhere. (See Webster’s Dictionary.) Besides, it may well be doubted whether an act limiting the description of persons who should be permitted to vote, or give consent to the issuing of bonds, and restricting those persons to residents of the town, would include corporations who cannot vote. The word “resident,” occurring in the constitution, or in a statute, ordinarily means an individual—a citizen—and does not mean a corporation. In Bank of the United States v. Deveaux, (5 Cranch, ,) it was held by Chief Justice Marshall, that a corporation—a mere incorporated legal entity—is an invisible, intangible thing, yet, being composed of persons, for the purpose of bringing actions, is to be considered a person, and also for the purpose of jurisdiction. (Stevens v. The Phœnix Ins. Co., 41 N. Y. 154. Merrick v. Van Santvoord, 34 id. 218.) To the same effect is Rundle v. Delaware and Rar. Canal Co., (14 How. U. S. R. 80;) Conroe v. Nat. Protec. Ins. Co., (10 Sow. Pr. 404.) And see Crawford v. Wilson, (4 Barb. 522,) as to residence, per Paige, J. For the purpose of bringing actions, they are residents in the county where their office is located. (10 How. Pr. 403, 404. The People v. Pierce, 31 Barb. 138.) So, too, are various cases holding that a person cannot have residence in two places. (Houghton v. Ault, 16 How. Pr. 77, 84. Chaine v. Wilson, Id. 552. Kranshaar v. New Haven Steamboat Co., 7 Rob. 356.)

Another argument has been urged by the plaintiffs; that the intent of the legislature, in passing the act in question, is to be gathered from other acts in pari materia. Indeed both sides claim the benefit to be derived from this rule; the plaintiff, by claiming it" to be a part of the taxing system, and to be interpreted as if incorporated among the laws, and the defendant, as a part of the system of laws for bonding towns to aid the construction of railroads. I do not think it can be classed with either. There is a rule that several acts in pari materia are to be taken together, and compared, in the construction of them, when they have one object in view, or are. intended as a part of a whole system. This cannot be said of the act in question, upon •either side. It is no part of our general system of taxation. True, it refers to the assessment roll, in order to get a basis of equality, or of representation in voting, but this is all its connection; a part of the taxable inhabitants are not included in it. Bor, in relation to the construction to be given to this special act, is it in pari materia with any other act. In a dozen acts enacted for such a purpose, to be found in the books, each will be found to be special and peculiar, and differing from almost every other. These acts are not one general system, but a special system for each corporation.

[Third Department, General Term, at Elmira, April 4, 1871.

I am inclined to think the judge at special term, upon the papers before him, correctly vacated the injunction order, and that his order should be affirmed, with $10 costs of the appeal.

Order affirmed.

P. Potter and Parker, Justices.]