own in whole or in part, or in which it may have any interest, direct or indirect." *63 to render it unlawful under the commodities clause for the railroad company to transport in interstate commerce the products of such mining company, yet where such ownership of stock is resorted to, not for the purpose of participating in the affairs of the corporation in which it is held in a manner normal and usual with stockholders, but for the purpose of making it a mere agent, or instrumentality or department of another com United States v. to the realities of the relation between the Accepting the risk of obscuring the obvious by discussing it, and without splitting hairs as to where the naked legal title to the coal would be when in transit, we may be sure that it was mined and produced under the same "authority" that transported it over the railroad. All three of the Reading Companies had the same officers and directors and it was under their authority that themines were worked and the railroad operat-pany, the courts will look through the forms ed, and they exercised that authority in the one case in precisely the same character as in the other as officials of the Holding Company. The manner in which the stock of the three was held resulted and was intended to result, in the abdication of all independent corporate action by both the Railway Company and the Coal Company, involving as it did the surrender to the Holding Company of the entire conduct of their affairs. It would be to subordinate reality to legal form to hold that the coal mined by the Coal Company, under direction of the Holding Company's officials, was not produced by the same "authority" that operated the Reading Railway lines. The case falls clearly within the scope of the act, and for the violation of this commodity clause, as well as for its violation of the Anti-Trust Act, the combination between the Reading Railway Company and the Reading Coal Company must be dissolved. *62 [8] The relation between the Central Railroad Company and the Wilkes-Barre Coal Company presents a different question, for here the Railroad Company owns over eleven-twelfths of the stock of the Coal Company, and therefore the holding in 213 U. S. 366, 29 Sup. Ct. 527, 53 L. Ed. 836, supra, is especially pressed in argument-that the ownership of stock by a railroad company in a coal company does not cause the former to have such an interest in a legal or equitable sense in the product of the latter as to bring it within the prohibition of the act. But this holding was considered in United States v. Lehigh Valley R. R. Co., 220 U. S. 257, 272, 31 Sup. Ct. 387, 55 L. Ed. 458, and it was there held not applicable where a railroad company used its stock ownership for the purpose of securing a complete control over the affairs of a Coal Company, and of treating it as a mere agency or department of the owning company. This rule was repeated and applied in United States v. D. L. & W. R. R. Co., 238 U. S. 516, 529, 35 Sup. Ct. 873, 59 L. Ed. 1438. It results that it may confidently be stated that the law upon this subject now is that while the ownership by a railroad company of shares of the capital stock of a mining company does not necessarily create an identity of corporate interest between the two such as v. Minneapolis Civic & Commerce Association, 247 U. S. 490, 501, 38 Sup. Ct. 553, 62 L. Ed. 1229. Applying this rule of law to the relation between the Central Railroad Company and the Wilkes-Barre Coal Company, with the former owning over eleven-twelfths of the capital stock of the latter and using it as the coal mining department of its organization, we cannot doubt that it falls within the condemnation of the commodities clause and that this relation must also, for this reason, be dissolved. It results that the decree of the District Court will be affirmed, as to the Lehigh Coal & Navigation Company, the Lehigh & New England Railroad Company, the Lehigh & Hudson River Railway Company, as to the restrictive covenants in the mining leases with respect to the shipping of coal, as to the dissolution of the combination between the Philadelphia & Reading Coal & Iron Company and the Lehigh & Wilkes-Barre Coal Company, maintained through the Reading Company and the Central Railroad Company of New Jersey. As to the Wilmington and Northern Railroad Company and as to the individual defendants, the bill will be dismissed without prejudice. As to the Reading Company, the Philadelphia & Reading Railway Company, the Philadelphia & Reading Coal & Iron Company and the *Central Railroad Company of New Jersey, the decree of the District Court will be reversed and the cause remanded with directions to enter a decree in conformity with this opinion, dissolving the combination of the Reading Company, the Philadelphia & Reading Railway Company, the Philadelphia & Reading Coal & Iron Company, the Central Railroad Company of New Jersey and the Lehigh and Wilkes-Barre Coal Company, existing and maintained through the Reading Company, with such provision for the disposition of the shares of stock and bonds and other property *64 (40 Sup.Ct.) (253 U. S. 66) of the various companies, held by the Reading Company, as may be necessary to estab- WALLACE et al. v. HINES, Director General lish the entire independence from that comof Railroads, et al. pany and from each other, of the Philadel- (Argued April 21, 1920. Decided May 3, 1920.) phia & Reading Railway Company, the Philadelphia & Reading Coal & Iron Company, the Central Railroad Company of New Jersey No. 683. 608(9)-ENFORCEMENT OF TAX MAY BE ENJOINED, IF THERE IS NO ADE- The enforcement by state officers of a tax and the Lehigh & Wilkes-Barre Coal Compa- 1. TAXATION ny, and also that such disposition shall be made by the decree of the stocks and bonds of the Lehigh & Wilkes-Barre Coal Company, held by the Central Railroad Company of imposed on railroad companies may be enjoined, unless there is an adequate remedy at New Jersey, as may be necessary to estab-law against the state to which the tax is to be lish entire independence between these two companies to the end that the affairs of all of these now combined companies may be conducted in harmony with the law. Affirmed in part; reversed in part, and remanded, with direction to enter a decree in conformity with this opinion. Mr. Chief Justice WHITE, Mr. Justice HOLMES, and Mr. Justice VAN DEVANTER, dissenting. Except in so far as the decree below commanded a separation of interest between the Central Railroad of New Jersey and the Lehigh & Wilkes-Barre Coal Company, the court below dismissed, for want of equity, the bill of the United States brought to sever *65 the existing relations *between the Reading Company, the Philadelphia & Reading Railway Company, the Philadelphia & Reading Coal & Iron Company, the Central Railroad of New Jersey, the Lehigh & Wilkes-Barre Coal Company, and other corporations, on the ground that the relations between those companies resulted in a monopoly or combination in restraint of trade in violation of the Sherman Act (Comp. St. §§ 8820-8823, 8827-8830) and gave rise to a disregard of the commodities clause of the act of Congress (Comp. St. § 8563 [6]). paid, where the tax is made a first lien on the THAT An injunction to restrain state officers from enforcing a tax will not be denied, on the ground that there is an adequate remedy at law against the state to recover the tax, because of the possibility that the state court might hold that Comp. Laws, N. D. 1913, § 8175, authorizing actions respecting the title to property or arising upon contract to be brought against the state, authorizes an action to recover such tax, as the case does not arise upon contract, except in a purely artificial sense. ON 3. COMMERCE 72-CONSTITUTIONAL LAW 283-TAXATION 53-EXCISE TAX FOREIGN RAILROAD CORPORATIONS, COMPUTED ON PROPERTY IN PROPORTION TO MILEAGE, IS INVALID. Laws N. D. 1919, c. 222, imposing an excise PORATION CAN ONLY BE BASED ON PROPERTY By the opinion now announced, this action of the court below, in so far as it directed a dismissal, is reversed and virtually the full relief prayed by the government is therefore granted. We are unable to concur in this conclusion because in our opinion neither the contentions as to the Sherman Act, nor the A state, in taxing the property of foreign reliance upon the commodities clause, except corporations, may only look beyond its borders to get the true value of things within the state, to the extent that in the particulars stated when they are a part of an organic system of they were sustained by the court below, have wide extent, giving them a value above what any foundation to rest upon. We do not they would otherwise possess, and property of state at any length the reasons which lead an interstate railroad situated elsewhere canus to this view because the court below, com- not be taken into account, unless in some plain posed of three circuit judges, in a compre- and fairly intelligible way it can be seen that hensive and clear opinion announced by Mc-it adds to the value of the road and the rights Pherson, Judge, sustains the correctness of exercised in the state. the action which it took and also demonstrates the error involved in the decree of this court reversing its action. United States v. Reading Co. et al. (D. C.) 226 Fed. 229. To that opinion we therefore refer as stating the reasons for our dissent. Appeal from the District Court of the United States for the District of North Dakota. Suit by Walker D. Hines, Director General of Railroads, and others, against George For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes Wallace and others. From an order granting a temporary injunction, defendants appeal. Affirmed. *67 *69 be seen that it *purports to be a special excise tax upon doing business in the State. As the law is administered, the tax commission *Mr. F. E. Packard, of Bismarck, N. D., for er fixes the value of the total property of appellants. each railroad by the total value of its stocks Mr. E. Marvin Underwood, of Washington, and bonds and assesses the proportion of D. C., for appellee Hines. this value that the main track mileage in Mr. Charles W. Bunn, of St. Paul, Minn., North Dakota bears to the main track of the for appellees railway companies. whole line. But on the allegations of the bill which is all that we have before us, the Mr. Justice HOLMES delivered the opin- circumstances are such as to make that mode ion of the Court. [1, 2] This is an appeal from an oruer of three judges restraining the defendants, the appellants, from taking steps to enforce taxes imposed by an act of North Dakota, approved March 7, 1919, (c. 222,) until the further order of the Court. The plaintiff railroads are corporations of other States with lines extending into North Dakota. The defendants are the State Tax Commissioner, the State Treasurer, the State Auditor, the Attorney General and the Secretary of State for North Dakota. As the tax is made a first lien upon all the property of the plaintiff railroads in the State and thus puts a cloud upon their title, and as delay in payment is visited with considerable penalties, there is jurisdiction in equity unless there is an adequate remedy at law against the State, to which the tax is to be paid. Shaffer v. Carter (March 1, 1920) 252 U. S. 37, 40 Sup. Ct. 221, 64 L. Ed. 445; Gaar, Scott & Co. v. Shannon, 223 U. S. 468, 472, 32 Sup. Ct. 236, 56 L. Ed. 510. The only ground for supposing that there is such a remedy is a provision that "an action respecting the title to property, or arising upon contract may be brought in the district court against the *State the same as against a private person." Compiled Laws, N. D. 1913, § 8175. This case does not arise upon contract except in the purely artificial sense that some claims for money alleged to have been obtained wrongfully might have been enforced at common law by an action of assumpsit. Nothing could be more remote from an actual contract than the wrongful extortion of money by threats, and we ought not to leave the plaintiffs to a speculation upon what the State Court might say if an action at law were brought. Union Pacific R. R. Co. v. Weld County, 247 U. S. 282, 38 Sup. Ct. 510, 62 L. Ed. 1110. *68 of assessment indefensible. North Dakota is a State of plains, very different from the other States, and the cost of the roads there was much less than it was in mountainous regions that the roads had to traverse. The State is mainly agricultural. Its markets are outside its boundaries and most of the distributing centers from which it purchases also are outside. It naturally follows that the great and very valuable terminals of the roads are in other States. So looking only to the physical track the injustice of assuming the value to be evenly distributed according to main track mileage is plain. But that is not all. [4] The only reason for allowing a State to look beyond its borders when it taxes the property of foreign corporations is that it may get the true value of the things within it, when they are part of an organic system of wide extent, that gives them a value above what they otherwise would possess. The purpose is not to expose the heel of the system to a mortal dart-not, in other words, to open to taxation what is not within the State. Therefore no property of such an interstate road situated elsewhere can be taken into account unless it can be seen in some plain and fairly intelligible way that state, investment within the state shall be held to mean that proportion of its entire stock and bond issues which its business within the state bears to its total business within and without the state, [3] We quote the tax law in full. 1 It will portion of the entire property of such corporation or 1 (2) Every corporation, joint-stock company association, now or hereafter organized under the law of any other state, the United States or a foreign country, and engaged in business in the state during the previous calendar year, shall pay annually a special excise tax with respect to the carrying on or doing business in the state by such corporation, joint-stock company or association, equivalent to 50 cents for each $1,000.00 of the capital actually invested in the transaction of business in the state: Provided, that in the case of a corporation engaged in business partly within and partly without the engaged in such business which its mileage within the state bears to its entire mileage within and without the state. The amount of such annual tax shall in all cases be computed on the basis of the average amount of capital so invested during the preceding calendar year: Provided, that for the purpose of this tax an exemption of $10,000.00 from the amount of capital invested in the state shall be allowed: Provided, further, that this exemption shall be allowed only if such corporation, jointstock company or association furnish to the Tax Commissioner all the information necessary to its computation. (40 Sup.Ct.) it adds to the value of the road and the | terstate commerce and a taking of property *70 rights exercised in the State. Hence the *possession of bonds secured by mortgage of lands in other States, or of a land-grant in another State or of other property that adds to the riches of the corporation but does not affect the North Dakota part of the road is no sufficient ground for the increase of the tax-whatever it may be whether a tax on property, or, as here, an excise upon doing without due process of law. Fargo v. Hart, 193 U. S. 490, 24 Sup. Ct. 498, 48 L. Ed. 761; Union Tank Line Co. v. Wright, 249 U. S. 275, 282, 39 Sup. Ct. 276, 63 L. Ed. 602. The Attorney General of the State in his very candid argument suggested that if the mode adopted by the tax commissioner were open to objections the statute might be conod of distribution, and that he should take strued to give him an election as to the methbusiness in the State. St. Louis Southwestern Ry. Co. v. Arkansas, 235 U. S. 350, 364, gross earnings, or, if more easily ascertain35 Sup. Ct. 99, 59 L. Ed. 265. In this case, able, the property or mileage basis of distriit is alleged, the tax commissioner's valua-bution. As we are dealing only with a pretion included items of the kind described to liminary injunction we confine our consideravery large amounts. The foregoing consid- tion to a general view of the mode actually erations justify the preliminary injunction | followed, and upon that we are of opinion that was granted against what would appear that the decree should be affirmed. to be an unwarranted interference with in- Decree affirmed. (253 U. S. 149) In Error to the Supreme Court of the State KNICKERBOCKER ICE CO. v. STEWART. of New York, Appellate Division, Third De (Argued Dec. 16, 1919. Decided May 17, 1920.) partment. No. 543. Proceeding by Lillian E. Stewart for com 1. ADMIRALTY 1-CONGRESS HAS EXCLU-pensation under the Workmen's CompensaSIVE POWER OF LEGISLATION IN MARITIME MATTERS. tion Law for the death of her husband, William M. Stewart, opposed by the KnickerUnder Const. art. 3, § 2, providing that the bocker Ice Company, employer. Compensajudicial power shall extend to all cases of ad- tion was awarded, and the award affirmed miralty and maritime jurisdiction, and article by the Appellate Division (187 App. Div. 915, 1, § 8, authorizing Congress to make necessary 173 N. Y. Supp. 924), and by the Court of Apand proper laws for carrying out granted pow-peals (226 N. Y. 302, 123 N. E. 382), and the ers, the Constitution adopted and established as part of the laws of the United States ap- employer brings error. Reversed and reproved rules of the general maritime law and manded with directions. empowered Congress to legislate in respect to them and other matters within the admiralty and maritime jurisdiction, and took from the states all power by legislation or judicial decision to contravene the essential purposes or work material injury to characteristic features of such law. 2. STATES 4-RESERVATION OF CONCURRENT JURISDICTION TO STATE COURTS DOES NOT AUTHORIZE CREATION OF SUBSTANTIVE RIGHTS. As, under Const. art. 6, cl. 2, declaring the Constitution and the laws adopted in pursuance thereof the supreme law of the land, the state courts may, and unless inhibited must, apply federal laws, a mere reservation of partially concurrent jurisdiction to such courts by an act of Congress conferring an otherwise exclusive jurisdiction on national courts cannot create substantive rights or obligations or indicate assent to their creation by the states. 3. STATUTES 228-OBJECT OF SAVING CLAUSE IS NOT TO CREATE. The usual function of a saving clause in a statute is not to create anything, but to preserve something from immediate interference. 4. STATUTES 216-ERRONEOUS LEGISLATIVE CONSTRUCTION DOES NOT ALTER LAW. An expression by the Legislature of an erroneous opinion concerning the law does not alter it. 5. ADMIRALTY 1-SAVING REMEDIES UNDER STATE WORKMEN'S COMPENSATION LAWS FOR MARITIME INJURIES UNCONSTITUTIONAL. Act Oct. 6, 1917, amending Judicial Code, §§ 24, 256 (Comp. St. 1918, Comp. St. Ann. Supp. 1919, §§ 991[3], 1233), relative to the jurisdiction of federal courts, so as to save to suitors in all cases the right of a common-law remedy, etc., "and to claimants the rights and remedies under the workmen's compensation law of any state," seeks to authorize and sanction action by the states in prescribing and enforcing rights, obligations, liabilities, and remedies designed to provide compensation for injuries to employés engaged in maritime work, and, as so construed, is beyond the power of Congress, as its power to legislate concerning rights and liabilities within the maritime jurisdiction and remedies for their enforcement cannot be delegated to the states, especially as it would destroy the uniformity contemplated by the Constitution. Mr. Justice Pitney, Mr. Justice Brandeis, Mr. Justice Holmes, and Mr. Justice Clarke, dissenting. $150 *Mr. Frank R. Savidge, of New York City, for plaintiff in error. *152 *Mr. E. Clarence Aiken, of Albany, N. Y., for defendant in error. *155 *Mr. Justice McREYNOLDS delivered the opinion of the Court. While employed by Knickerbocker Ice Company as bargeman and doing work of a maritime nature, William M. Stewart fell into the Hudson river and drowned-August 3, 1918. His widow, defendant in error, claimed under the Workmen's Compensation Law of New York (Consol. Laws N. Y. c. 67); the Industrial Commission granted an award against the company for her and the minor $156 Stew children; and both Ap*pellate Division and The provision of section 9, Judiciary Act For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes |
