#### The Salem Iron Factory Company *versus*The Inhabitants of Danvers.

A manufacturing corporation is taxable for its real property in the town where it lies, notwithstanding the individual corporators are liable to be taxed for their several shares thereof in the towns where they dwell; but the corporation is not so liable for its personal property, used in and about its manufactory.

Assumpsit for money had and received, and money laid out and expended.

It was agreed by the parties, in a case stated for the opinion of the Court, that the assessors of the town of *Danvers*assessed the said corporation for their real estate holden in their corporate capacity, consisting of the factory and the land under and adjoining the same, situate in *Danvers,*the sum of 84 dollars 87 cents for the state tax, and the sum of 363 dollars 74 cents for the county and town taxes, previous to the year 1810, and since the year 1796; that the said assessors assessed the said corporation, for their personal estate, used in and about the said factory during the term aforesaid, the sum of 140 dollars 42 cents for the state tax, and the sum of 630 dollars 48 cents for the county and town taxes, which sums were paid by the said corporation, pursuant to warrants issued to collectors of taxes, and to prevent levies by distress and sale of thfe property of the corporation; that, in the state valuation of 1801, the said town of *Danvers*returned the sum of 10,000 dollars as the estimated value of the estate of said cor poration.

[*515] *If the Court should be of opinion that the said corporation was and had been liable by law. to payment of taxes in *Danvers*for their real and personal estate, notwithstanding any liability of the stockholders to taxation for their respective shares in the stock of said corporation, then the plaintiffs shall become nonsuit; otherwise judgment shall be rendered for the *501plaintiffs, upon the default of the defendants, for such of the sums they have paid as aforesaid, to the payment whereof the Court shall be of opinion they were not liable, with interest from the date of the original writ in the case.

Note.—The agreement of the parties was afterwards altered at the bar, so as to apply only to such taxes as had been assessed within six years before the commencement of the action.

*Putnam,*for the plaintiffs,

argued that the plaintiffs could not be lawfully taxed twice for the same property, and that the individual corporators were by law liable to be taxed in their several towns for their respective shares in the stock of this corporation. The act creating the corporation, (1) by vesting the shares of proprietors dying in their executors and administrators, has, in effect, converted the whole property, not excepting the land and buildings, into personal estate; and for personal estate the holder is always taxable in the same town where his poll is taxed.

Dane, for the defendants,

insisted that, if the real estate of the plaintiffs was liable to be taxed in *Danvers,*then this was merely a question of over-assessment, which this Court has determined, in the case of *Little*vs. *Greenleaf & Al.,*(2) must be remedied by an appeal to the Sessions ; and that no remedy lies in this Court if the party be taxable at all.

The real estate must be taxable in the town in which it lies, or it will escape taxation wholly. It was returned by the town as part of its taxable property, and the town is, of course, assessed for the amount of it.

The personal property of the corporation is attached to the real property, and is used and occupied with it, like the stock of cattle upon a farm, which is always taxed with the farm. It was owned by the corporation, and as that has * no [*516] locality of existence, it was owned in *Danvers,*and to be taxed there.

If the shares shall be taxed to the individual stockholders, and the corporate stock, constituting those shares, be taxed to the corporation, the legislature can afford a remedy in their annual tax act. But until this is done, the plaintiffs must pay their tax in *Danvers,*where their whole property lies and is occupied.

(1)

*Stat.*1799, c.

(2)

6 *Mass. Rep.*236.

*Curia.*

The questions submitted to the Court by the statement and agreement of the parties in this case are, whether the corporation was liable to the payment of taxes for their real estate, or for their personal estate, or for either, and which, of them.

There is no doubt that the property itself was a subject of taxa*502tion ; and it depends on the construction of the several tax acts, whether the taxes should be assessed on the plaintiffs as the legal owners of the specific lands and goods, or on the several stock holders and members of the corporation, as the persons beneficially interested in the property. The latter course seems best to comport with the general scope and object of the successive statutes for the valuation and taxation of estates within the commonwealth. The tax is always supposed to be assessed *upon*the persons *for,*and according to the value of, the estate, real and personal, owned or possessed by them respectively.

With respect to movable property, it makes no difference whether it be found in the town where the owner dwells, or in any other town. The owner is taxed for it in the town where he dwells. This general proposition is proved by the exception introduced into the several tax acts for many years past, as to those persons who hire shops, stores, &c., and carry on their business, in other towns than those in which they dwell. The goods and merchandise of such persons would be taxable in the towns where the owners dwell, and not where the goods are found, but for the provision alluded to in the tax acts, by which the owners are expressly made liable to be taxed for such goods in the towns where their business is negotiated.

We are therefore satisfied, in the present case, that [*517] each * individual stockholder was liable, in the town where he resided, to taxation for his shares in the stock of this company. “ Shares in any incorporated companies possessing taxable property,” are expressly mentioned in some of the tax acts, and are manifestly included in all of them, among the articles of personal estate for which the owners are taxable in their respective towns.

This being the case, it appears unjust, and contrary to the spirit of our laws, that the corporation should also be taxed for the same property.

There is, however, on this point, an important difference between real and personal estate. The tax on the former has always been paid exclusively to the town in which it is situated. In all the successive valuations, made in pursuance of the laws for that purpose, each town has been charged, among other things, with the value of all the real estate within it, in the apportionment of the state tax among the several towns. It would therefore be unjust, if real estate, which is included in estimating the amount of taxes chargeable on the inhabitants of a town, by being transferred to anothei owner, should be exempted from contributing to the discharge of such taxes.

*503There is nothing in any of the tax acts to warrant such a conclusion. It makes no difference whether a corporation, or any other person, becomes the purchaser. The land is always held to contribute, without reference to the qualities or residence of the owner; and the tax is assessed, either on the tenant or the owner, by the town in which it lies.

It is therefore clear, in the present case, that the defendants are entitled to retain the amount of all the taxes on the real estate situate in *Danvers.*If this result should appear to be injurious to the plaintiffs, a different decision would be not less so to the defendants; and the injustice, if any exists, can be remedied only by the legislature.

As to the personal estate, its local situation, as before observed, gives no right to the town of *Danvers;*neither is the corporation included among the inhabitants of that town liable to taxation. We should not adopt any construction of the laws which would subject the same property to be * twice charged [*518] for the same tax, unless required by the express words of a statute, or by necessary implication. We are under no such necessity as to the personal estate. The real owners are liable to be taxed for it in their respective towns; and there is nothing in the statutes which subjects the corporation also to be taxed for it in the town where the goods may happen to be found. If it were otherwise, such a corporation would often be taxable in many different towns at the same time. They may purchase the raw materials in one place, and send their manufactures for sale to many others; and they would be liable to taxation in each of those places, as well as in that where their manufacture was carried on.

According to the agreement of the parties, the defendants are to be defaulted, and judgment rendered for the plaintiffs for the amount of the tax on the personal estate, with the interest from the commencement of the action. (a)

. ADDITIONAL NOTE.

[See *Goodell Man. Co.*vs. *Trask,*11 *Pick.*514. — *Souhegan,*&c., vs. *M’Couike,*7 N. *H.*309.— *Smith*vs. *Barley,*9 N. *H.*423. — F. H.]

(a)

*[The Amesbury W. & C. Manuf. Co.*vs. *Inh. of Amesbury,*17 *Mass. Rep.*461. — *Amesbury Nail Factory*vs. *Weed,*17 *Mass. Rep.*53. — Ed.]