Honolulu Rapid Transit Co. v. Wilder,
211 U.S. 137 (1908)

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U.S. Supreme Court

Honolulu Rapid Transit Co. v. Wilder, 211 U.S. 137 (1908)

Honolulu Rapid Transit and Land Company v. Wilder

No. 23

Argued October 28, 29, 1908

Decided November 16, 1908

211 U.S. 137




In determining rights and liabilities, local legislation under authority of Congress previously granted is treated as emanating from the local legislature, and not from Congress.

A general ratification by Congress of charters does not amount to making the charters so ratified acts of Congress.

A ratification of legislation between certain specified dates does not exclude legislation enacted on those dates. Taylor v. Browm, 147 U. S. 640.

A provision in a charter that certain payments shall be made out of income and that, after dividends up to a specified percentage have been paid, the balance shall be divided between the government and the stockholders does not, in the absence of any exemption in express terms, exempt the corporation from taxation on its franchise.

18 Haw. 668 affirmed.

The facts are stated in the opinion.

Page 211 U. S. 141

MR. JUSTICE HOLMES delivered the opinion of the Court.

This is an appeal from a judgment affirming a decision of the Tax Appeal Court and sustaining a tax upon the appellant. The appellant objected to the tax on the grounds that its franchise was derived from an act of Congress, and therefore was exempt from taxation, and that it charter also exempted it in terms. These objections, taken below, were argued at length before us.

The charter was granted by the Republic of Hawaii on July 7, 1898, the day on which Congress passed the resolution of annexation, and, doubts having been felt as to the right of the Hawaiian Legislature to grant a charter at that time (see 22 Op.Atty.Gen. 574; id., 627), the organic act declared that,

"subject to the approval of the President . . . , all franchises granted by the Hawaiian government in conformity with the laws of Hawaii, between the seventh day of July,

Page 211 U. S. 142

eighteen hundred and ninety-eight, and the twenty-eighth day of September, eighteen hundred and ninety-nine, are hereby ratified and confirmed."

Act of April 30, 1900, c. 339, § 73, 31 Stat. 141, 154. It is contended that the effect of this section was to make the charter an act of Congress by adoption. In our opinion, this is a mistake. There is no doubt that local legislation under the authority of Congress previously granted is treated as emanating from its immediate, not from its remote, source in determining rights and liabilities. Kawananakoa v. Polyblank, 205 U. S. 349, 205 U. S. 353-354. See In re Moran, 203 U. S. 96, 203 U. S. 104. A general ratification like that of existing laws in § 6 would have no greater effect. We discover nothing in the words just quoted from § 73 to indicate that Congress had this particular franchise in view, or meant to adopt it and give it a superior source, or to do anything more than to supply the power that, by accident might have been wanting. See Miners' Bank v. Iowa, 12 How. 1, 53 U. S. 8; Murphy v. Utter, 186 U. S. 95, 186 U. S. 106. We need not pursue further this part of the objection to the tax except to remark that, in view of obvious purpose, it properly was admitted that July 7 was not excluded from the ratification by the word "between." See Taylor v. Brown, 147 U. S. 640. For it also was admitted at the argument before us that, if there was no exemption in the charter, the appellant had no case, and we are of opinion that there was none.

The tax in question is a property tax, and the effect of the decision is to uphold a valuation of the whole property as a going concern, and as more than a mere congeries of items -- or, in other words, an addition of half a million dollars to the appellant's valuation for the franchise of the company. The appellant says that this was contrary to § 17 of its charter, construed in the light of the scheme disclosed. That section provides that

"the following charges shall be lawful upon the income of said railway: 1st. The expense of operating, repairs, renewals, extensions, interest, and every other cost and charge properly or necessarily connected with the maintenance and

Page 211 U. S. 143

operation of said railway. 2d. Dividends may be paid to the stockholders not to exceed eight percent on the par value of the stock issued. 3d. A sinking fund may be created for the redemption of any bond which may be issued, or other record debt, and the capital upon the expiration of the franchise. Provided [that the amount is limited as set forth]. 4th. The excess of income shall be divided equally between the government of the Republic of Hawaii and the stockholders of said corporation."

It is said that here is a complete plan for the division of the income, declaring what charges shall be lawful, and that only such taxes are allowed as fall under the words, "other charge properly connected with the maintenance and operation of the road."

The taxes authorized as such charges are thought to be limited to a license tax not to exceed ten dollars on each passenger car used, imposed by § 31, and to the provisions of § 30. The latter section exempts from duty material produced in and imported from the United States, and goes on to say that

"the property of said association and others shall not be liable to internal taxation while said railway is under construction, provided that, as fast as completed and equipped, the completed and equipped portion shall become liable to such taxation."

It is said that, when the charter was granted, real and personal property were assessed for taxation "separately as to each item thereof for its full cash value," with provisos deemed not to be material, Rev.Laws Hawaii, 1905, § 1216; that § 30 contemplates a taxation of this kind, and that a taxation of the franchise would be double taxation, and was excluded. It is true that one of the provisos in § 1216 taxes going concerns as wholes, but § 30 is thought to show a choice of the other method. It is contended that the charter, by fair implication, contracts against any other charges, especially in view of the ultimate division of the excess of income, after the payment of eight percent dividend. If the dividends do not exceed eight percent, the tax will fall wholly on the stockholders, contrary to the fair understanding of what the charter holds out.

Page 211 U. S. 144

The argument, of which we have given a summary outline, is far from establishing such a clear renunciation of the right to tax as the cases require. Metropolitan Street Ry. Co. v. New York state Board of Tax Commissioners, 199 U. S. 1. It appears to us very questionable whether the phrase "charges properly or necessarily connected with the maintenance and operation of the road" has any reference to taxes. It points in another direction. Taxes are left unmentioned in § 17, and the liability to them is assumed. The language of § 30 does not import the imposition of a tax that otherwise would be excluded. It takes the liability for granted, and relieves the company from the burden for a certain time. The drift of the section cannot be made clearer by lengthy restatement. It starts with exoneration, and merely saves the right to tax the portions completed by a proviso which, in this case, fulfils the proper function of that much-abused term. If any doubt were raised by § 17, which does not seem to us to be the case, it would be relieved by this further section of the same act. Nothing else seems to us to need mention in the present posture of the case.

Judgment affirmed.

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