Memphis v. United States (108 U.S. 228)/Opinion of the Court

over taxes upon dividends and interest paid by the Memphis & Charleston Railroad Company between the first day of July, 1862, and the first day of December, 1865. The items which go to make up the amount of the judgment brought here for review are thus stated in the verdict of the jury.

'(1) On dividend declared March 17, 1863, a tax of $1,625.45,     being 3 per centum on $57,515.60, the value in legal      currency, when paid, of $143,789, the whole amount of said      dividend then paid in confederate money. (2) On interest     coupons of said defendant falling due November 1, 1862, May      1, 1863, November 1, 1863, and May 1, 1864, a tax of $819.17,      being 3 per cent. on $27,326.55, the value, when paid, in     legal currency of $88,935, the portion of such coupons paid      in confederate money; and the further tax of $2,274.45 on the      remaining maining portion of said coupons falling due as      aforesaid, being 3 per cent. on $75,815.83, such remaining     portion of said coupons. (3) On interest coupons of said     defendant falling due November 1, 1864, May 1, 1865, and      November 1, 1865, a tax of $6,793.50, the same being 5 per      centum on $135,870, the amount of said last-named coupons.' The questions presented by the bill of exceptions may be separated into three classes, as follows:

(1) Those which relate to dividends and interest paid in     confederate money and during the late civil war; (2) those      which relate to the payments of interest after the close of      the war; and, (3) those which relate to an alleged compromise      between the United States and the railroad company under date      of September 24, 1870.

These will be considered in their order.

1. As to payments in confederate money. Upon this branch of the case the facts are these:

At the beginning of the war the Memphis & Charleston Railroad     Company was the owner of an equipped line of railroad      extending from Memphis, in the state of Tennessee, through      the states of Tennessee, Mississippi, and Alabama, to      Stevenson, in the last-named state. It was divided into two     divisions,-one known as the Eastern Division, extending from      Stevenson westward to Bear Creek, on the line between      Mississippi and Alabama, having its principal office at      Huntsville, Alabama; and the other, known as the Western      Division, extending from Bear Creek to Memphis, and having      its principal office at Memphis. On the eleventh of April,     1862, the military forces of the United States took      possession of the Eastern Division of the road, with all its      rolling stock and equipment, and kept it until the close of      the war. The Western Division was run by the officers of the     company, under the control of the military superintendent of      the confederate authorities, until the sixth of June, 1862,      when it was taken possession of by the United States. Three     days before the capture of Memphis by the military forces of      the United States, the officers and rolling stock of the      Western Division were moved south within the confederate      lines, by command of the confederate military authorities,      and were kept there until the end of the war. During this     period the rolling stock was hired by the officers of the      company to other railroad companies, and in this way a large      amount in confederate treasury notes came into the hands of      the officers of the company within the confederate lines. On the seventeenth of March, 1863, a resolution was     passed within the confederate lines declaring a dividend of 4      per cent. on the capital stock, payable in confederate     treasury notes on the fifteenth of April. Under this     resolution payments were made to the amount stated in the      verdict. The confederate money used to pay the coupons, as     stated in the verdict, was all obtained from the hire of the      rolling stock within the confederate lines.

Upon this state of facts the court instructed the jury, in substance, that the United States were entitled to such a verdict as was rendered, and the question presented here is, in effect, whether that instruction was right.

At the times when the dividend and interest now in question were paid, the entire railroad of the company and its two principal offices were within the lines of the military forces of the United States. The act of 1862, c. 119, which provided for the tax, was not passed until after the United States had established their military possession of the territory traversed by the railroad, and within which the principal offices were located. The corporation was, therefore, subject to the actual governmental control of the United States, and the laws of the United States were both operative upon and enforceable against it. No one will deny that the internal-revenue laws were intended to reach all persons and corporations within the dominion of the United States against whom they could for the time being be enforced by judicial process or otherwise. They were broad enough in their language to embrace all, and could be limited only in their operation by the power of the United States to enforce them. Clearly, then, if this dividend had been declared, and the dividend and interest paid at either of the principal offices of the company, or within the military lines of the United States, the taxes sued for would have been recoverable, notwithstanding the payments were made out of earnings derived from the use of property which had been taken inside the lines of the enemy. Thus the question now to be determined seems to be whether the company is exempt from the tax, because the resolution declaring the dividend was adopted within the confederate lines, and the payments, on account of which the taxes are demanded, were actually made there.

In ''Ry. Co. v. Collector, 100 U.S. 595, followed at the present term in Eric Ry. Co. v. U.S.'', it was held that the internal-revenue tax on interest and dividends was an excise tax on the business of corporations, to be paid by the corporations out of their earnings, income, and profits. The payments made in this case were for dividends to stockholders and interest to bondholders out of the earnings, income, and profits of the corporation in its business. By means of the dividend the surplus earnings were distributed to the stockholders, and the debts of the company were discharged to the extent of the interest paid. In this way the earnings on the inside of the confederate lines were made available to the corporation, which was subject to the actual control of the United States, and bound for the payment of all internal-revenue taxes chargeable by law against it. To our minds it is a matter of no importance that the income came from property which was within confederate territory. The property, although within the confederate lines, belonged to the company, and the income derived from its use was actually paid out by the company in dividends to stockholders, and to discharge the corporate debts for interest. We think it would hardly be claimed that if a private individual, living in one of the loyal states during the war, derived an income, which he actually reduced to possession, or used in the payment of debts, from property in confederate territory, he would be exempt from the income tax imposed on him by the internal-revenue laws, because of the source from which his income was derived. But, if he would not be, it is difficult to see how this corporation is. In both cases the tax is in legal effect on the income of persons subject to the actual dominion and control of the United States. The tax is payable by the person because of his income, according to its amount, and without any reference to the way in which it was obtained.

Under the instructions which were given the jury, the verdict was only for the taxes on the value of the confederate treasury notes in legal currency at the times the dividend and interest were paid. In this way the company has only been charged with an income estimated in lawful money. Without, therefore, considering in detail the particular instructions given to the jury or refused as stated in the bill of exceptions, it is sufficient to say that, upon the undisputed facts, it would have been proper for the court to have directed the verdict for the United States which was given in this branch of the case.

2. As to the payments of interest not made in confederate notes notes. All these payments were made after the close of the war, and there is no pretense that they were made out of earnings or income. The statement in the bill of exceptions is that they were paid 'either in cash or in second-mortgage bonds of the defendant company at a discount, at the option of the holder.' As to this the court instructed the jury as follows:

'The defendant's counsel insists that a portion of the     interest on which a tax is claimed by the plaintiffs was      funded in second-mortgage bonds of the company, and that such      funding did not amount to a payment of such interest. If you     find that any of the interest on the bonds of the defendant      on which a tax is claimed in this suit was so funded, and      that it was optional with the holders of such interest      coupons to have the same paid in cash or funded in      second-mortgage bonds at a discount, I charge you that if      such holders of interest coupons took second-mortgage bonds      in preference to the cash, that it did amount to a payment,      and the plaintiffs would be entitled to recover the tax      claimed on the amount so funded.'

'It is in proof that some of the coupons were not paid in     cash, but were funded in second-mortgage bonds. It appears     that the creditor had his option to take payment in cash, or      take these new bonds at a certain agreed discount. It was,     therefore, substantially a payment in cash, and a      reinvestment of the amount in second-mortgage bonds. This can     constitute no defense to the suit.'

In this, we think, there was error. Although the tax is imposed on interest paid, the evident intention of congress was to tax only such payments as were either in fact or in legal effect made from the income. As was said in Railroad Co. v. Collector, supra, 'the tax * *  * is essentially an excise on the business of the class of corporations mentioned in the statute. The section is a part of a system of taxing incomes, earnings, and profits adopted during the late war, and abandoned as soon after the war was ended as it could safely be done.' Under ordinary circumstances, it will be conclusively presumed that payments of interest were made from earnings, but when it appears that at the end of a civil war, during which interest had fallen in arrear, and earnings had been substantailly suspended, the company, in reorganizing its affairs for future business, either funded its past-due coupons in a new issue of bonds, or paid them from the proceeds of the sales of new bonds, no such presumption can arise, and if the facts are established they will constitute a complete defense to a suit for the recovery of a tax charged on such payments of interest. Any other construction would be in violation of the whole spirit and purpose of the statute. The bondholder would undoubtedly be taxable for his income derived in that way, but the payment would not be one upon which the company could be taxed.

3. As to the alleged compromise. Without recapitulating the facts connected with this part of the case, it is sufficient to say that in all the correspondence which preceded the payment of the money on the twenty-fourth of September, 1870, and in the receipt given for the money when paid, reference was had only to the payments of interest maturing from May, 1866, to July, 1869. It was not erroneous, therefore, for the court to exclude all testimony showing a different understanding on the part of the officers of the company, and to instruct the jury that the legal effect of the papers in evidence was to confine the compromise to the claims of the United States for taxes and penalties growing out of the interest maturing between the dates specified in the receipt of the collector. It nowhere appears that the officers of the United States had any knowledge of the payments, either of interest or dividends, which had been made at earlier dates.

There are other assignments of error, but those already considered dispose of the entire case in a way to render the others immaterial on another trial.

The judgment is reversed, and the cause remanded for such further proceedings, not inconsistent with this opinion, as justice may require.