State v. Hancock

35 N.J.L. 537

• Court: Supreme Court of New Jersey
• Decided: March 15, 1871
• Status: Published

Opinion

Tlie opinion of the court was delivered by

Beasley, Chief Justice.

By the sixth section of their charter, (Pamphlet Laws, 1832,) the New Jersey Railroad and Transportation Company are invested “ with all the rights and powers necessary to the survey, laying out, and construction and repair of a railroad not exceeding sixty-six feet in width,” &c.; and by the seventh section it is provided “ that the said corporation may build bridges, fix scales and weights, raise embankments, or make any other works neces» sary for the construction, use, or enjoyment of the said railroad, and may also enter upon said road and take possession of and use any materials necessary therefor, and if the said corporation and the owner or owners of such materials do not agree as to the price, the same shall be determined and settled in the manner heretofore provided for in the case of real estate or land.” The same act provides that the corporation shall pay into the treasury a tax of one-half of one per cent, upon its capital stock, and that no other tax shall be imposed on said company. It is under this last clause that the plaintiffs in error claim that so much of the farm above mentioned as is useful on account of its gravel in the maintenance of their road, and the branch connecting this farm with their main track, are exempt from taxation.

Provisions in the charters of incorporated companies, similar to the one thus presented for construction, have, on several occasions, received consideration from the courts of this state, and, in some of their aspects, must now be understood as having a settled meaning. Thus, in an early case, it was decided that the exemption from taxation, according to the true import of the clause, extended not only to the privileges or franchises of the-company, but had the effect to exonerate the company and its property generally from all taxes, whether for state, county, or township purposes. State v. Berry, 2 Harr. 80; The Camden and Amboy R. R. Co. v. Hillegas, 3 Harr. 11; Camden and Amboy R. R. Co. v. Commissioners of Appeal, 3 Harr. 71.

These cases conclusively settled the general rule, that the property of the corporation was to be free from taxation • and it would seem, that upon principle, this should have absolved from this kind of burden everything which the corporate body had the legal right to acquire and hold. This, apparently, would have afforded the most definite and practical measure by which to ascertain the extent of the immunity of these companies. But a different rule was adopted, and is so completely established by a line of decisions as to forbid the least idea of a change. In the case of The State v. The Commissioners of Mansfield, 3 Zab. 510, the doctrine was introduced, that it was not all the property of these incorporated companies, whose charters contained the exempting clause, that was protected, but such of their property only as was necessary to their operations and the accomplishment of the purposes of their charters. This principle has, over and over again, been the basis of judicial opinion, and has, at least twice, received the sanction of this court. Gardner v. State, 1 Zab. 557; The State v. Flavell, 4 Zab. 370; The State v. Ross, Ib. 497; The State v. Blurdell, Ib. 403; The State v. Collector, &c., 2 Dutcher, 519; The v. Collector, 5 Dutcher 541; Cook v. State, 4 Vroom 475.

It is obvious from this array of authority, that the rule, at present pertinent, is not, in the least degree, in doubt — the only question is as to its application. As has been already remarked, not all the property which an incorporated company may actually hold, is protected by the exemption, but such part only as is necessary to carry into effect the powers granted. The decisions cited, as well as the circumstances of the present case, show that the application of this rule lias not been devoid of difficulty, and it seems plain that the embarrassment has arisen from the uncertain meaning in this connection, of the word necessary. What property is necessary to a railroad company for the accomplishment of the objects of their incorporation ? In the case of The State v. The Commissioners of Mansfield, already mentioned, this term, “ necessary,” is put in sharp contrast to the word “convenient.” But this, I think, is clearly a mistake; and it is a mistake which has introduced confusion. The word necessary, in this use, is so far from being contra-distinguished from the word convenient, that 'the former term comprehends much that, in strictness, is embraced in the latter term. Power necessary to a corporation does not mean simply power which is indispensable. Such phraseology has never been interpreted in so narrow a sense. There are few powers which are, in the strict sense, absolutely necessary to those artificial persons, and to concede to them powers only of such a character, while it might not entirely paralyze, would very greatly embarrass their operations. Such, in similar cases, has never been the legal acceptation of this term. A power which is obviously appropriate and convenient to carry into effect the franchise granted, has always been deemed a necessary one. For example, in the case of The State v. The Commissioners of Mansfield, it is said: “ Power to construct a railroad, and establish transportation lines upon it, necessarily includes the essential appendages required to complete and maintain such a work, and carry on such a business, as the power to erect and maintain suitable depots, car-houses, water-tanks, shops for repairing engines, &c., coal or wood yards for fuel for the use of their locomotives,” &c. Now it will be observed that these appendages thus enumerated, arc nothing more than conveniences, which, in the rigorous meaning of terms, are not necessary; yet no one will doubt that they plainly fall within the legal signification of that term. And it is to be further observed, that is the only force which in law is usually given to this word. Such was the limited meaning ascribed to it in the great case of McCulloch v. State of Maryland, 4 Wheat. 414. The constitution of the United States empowers congress to pass such laws as arc “ necessary and proper ” for carrying into execution the powers granted, and it was insisted that, by this authority, such laws only could be passed as were indispensable. Referring to the term “necessary,” Chief Justice Marshall says: “Does it always import an absolute physical necessity so strong, that one thing, to which another may be termed necessary, cannot exist without that other? AVe think it does not. If reference be had to its use, in the common affairs of the world, or in approved authors, we find that it frequently imports no more than that one thing is convenient, or useful, or essential to another. To employ the means necessary to an end, is generally understood as employing any means calculated to produce the end, and not as being confined to those single means, without which the end would be entirely unattainable.” It is in this sense, I think, that the word is always used in clauses which confer upon incorporated companies the general authority which is to enable them to perform the function for which they are enacted. In short, the term comprises a grant of the right to use all the means suitable and proper to accomplish the end which the legislature had in view, at the time of the enactment of the charter. What are means thus suitable and proper, cannot be reduced, it is probable, within the compass of any specific definition. Bui. whatever doubts may occasionally arise with respect to this question, it does not seem to me that the circumstances of the present case should occasion any difficulty in the application of the rule of law which has been above considered. The plaintiffs in error have all the powers necessary for the construction and repair of their railroad, and they can take, by a compulsory proceeding, all materials necessary for this purpose. What they can take they can as clearly purchase, and in acquiring this land, with a view to the use of the gravel pits upon it for maintaining their road-bed, it would seem that they did that only which they had a plain right to do. Indeed, such an acquisition of property appeal’s to approximate to an act of almost pure necessity. INor does the branch connecting this property with the main road appear to me to be susceptible to the application of a different rule. This branch is the necessary instrument by which the materials purchased are conveyed to the point where they are wanted for use. I suppose it will not be denied, that the company cun effect such conveyance in some form — why not, then, effect it by this branch, which is the most economical form ? A concession of the right to transport the malcriáis seems to involve, as a necessary consequence, the right to the use of the most convenient and least expensive method. The purchase of so much of this farm as consists of beds of gravel, and the erection of this branch road for the uses in question, in my judgment, were acts which, in a legal sense, were necessary to effect the objects for which the plaintiffs in error were incorporated. The result, therefore, is that the branch road, and tiiat portion of the farm which is or will be useful to the company, on account of its gravel, should be exempted from the tax which has been imposed upon them.

The test applied in the court below, to ascertain the immunity of a corporation from taxation by force of exempting clauses similar to the one under consideration, appear to me entirely inadmissible. -It was supposed that such exemption never obtained, except with respect to property which the company could take by condemnation. This would subject to taxation almost all the appendages of these companies, such as depots, car-houses, wood-yards, &c., for it will be found that in most charters, a mere privilege to purchase property for such purposes is conferred, and that it cannot be taken in invitum. That property obtained for such objects cannot be taxed, has long been the admitted rule — a rule which has received the express sanction of this court in the case of Gardner v. The State, 1 Zab. 557. The subject of taxation in that case was land which the company had acquired, but had not the right to take by condemnation; and such taxation was pronounced illegal. •

The judgment should be reversed.

For reversal — The Chancellor, Chief Justice, Justices Bedle, Dalrimple, Depue, Judges Clement, Kennedy, Ogden, Olden, Wales — 10.

For affirmance — None.

Cited in State, C. & A. R. R. Co., pros., v. Woodruff, 7 Vr. 95; State, Gregory, pros., v. Jersey City, 7 Vr. 168; State, D., L. & W. R. R. Co., pros., v. Fuller, 11 Vr. 330; Inhabitants of Greenwich v. E. & A. R. R. Co., 9 C. E. Gr. 223.