
    PETER COOPER’S GLUE FACTORY v. McMAHON.
    
      N. Y. Supreme Court, First District, Special Term ;
    
    March, 1885.
    Interpleader.—Taxes ; personal estate op corporations, "WHERE TAXED.
    Where a manufacturing corporation, organized under the general act . of 1848, and the acts amendatory thereof, carries on its operations in two counties, as stated in its certificate of incorporation, and its principal financial office is actually located in one of such counties, its personal estate is to be taxed in the latter county, as provided by 3 M. S. (7 ed.) 990, § 6, and no special certificate under L. 1861, c. 170, § 3, is required to locate the principal financial office in either county.
    Trial by the court.
    The plaintiff, Peter Cooper’s Glue Factory, brought this action in the nature of a bill of interpleader, against Martin T. McMahon, receiver of taxes in the city of New York,'James Tanner, collector of taxes in the city of Brooklyn, and David F. Johnson, register of permits in the city of Brooklyn, to compel the defendants to interplead as to their respective rights to collect taxes upon the personal property of the plaintiff, and to obtain a decree restraining each of them from taking proceedings for the collection of such taxes until the determination of the action.
    The plaintiff is a manufacturing corporation, organized under the general act of 1848 (c. 40), and the acts amendatory' thereof. Since its organization, its principal office, store and salesrooms have been in the city of New York and its manufactory has been in the city of Brooklyn.
    All of the business of the company except the actual manufacturing and shipment of the goods produced by it, and the payment of its workmen is conducted in the city of New York.
    The plaintiff’s certificate of incorporation, which was filed in the office of the clerk of King’s county on April 11, 1866, and in the office of the clerk of the, county of New York on April 12, 1866, certifies that the operations of the plaintiff are to be carried on in the city of Brooklyn, in the county of Kings and in the city and county of New York.
    The residences of the trustees are equally divided between New York county and Queens county, three trustees living in each county.
    During the years 1880, 1881 and 1882, the plaintiff was taxed by the proper authorities of each county upon its personal property.
    
      John E. Parsons, for the plaintiff.
    
      E. Henry Lacombe and Arthur H. Hasten, of counsel for the city of New York, and defendant McMahon.
    
      John A. Taylor and F. W. Qatlin, of counsel for the city of Brooklyn, and defendants Tanner and Jackson.
   Barrett, J.

The act of 1861 (c. 170, § 2) has no real bearing upon the question now presented. That amendment of the act of 1848 (c. 40), was intended to prevent corporations from evading the full measure of taxation by a sham locating of their principal financial office. It was not intended to affect the general legislative principle of taxation, that the personal estate of such companies are to be assessed where their principal financial office is genuinely located (2 R. S. 7 Ed. 990, § 6). The amendment of 1861 (above) simply provides, that in the absence of a special certificate, the locality of the company’s “operations” is to be deemed the place of its principal financial office. Here there was no such special certificate, but the plaintiff’s principal financial office is and always has been in the city of New York.

Its operations are also carried on in the city of New York. The certificate of incorporation so declares, and, as matter of fact, it is true. Consequently, there is no conflict between the actual and the legislative fact. The company has in truth its principal office here; and it is also deemed by law to have its principal office here. This is not altered by the fact that its operations are also carried on in Kings county, nor by the fact that the certificate of incorporation so declares. The operations of such a company may well be carried on in good faith in two counties, and, when so carried on, no special certificate, under the act of 1861 is required to locate the principal financial office in either county. So long as such office is actually located in either county, the fact governs. If the principal financial office were in neither county, a special certificate would be required. Then, in its absence, the question would be up—where, within the, meaning of the law, and for the purposes of taxation were the operations of the company carried on ? But, upon the facts now before us, the question is clearly resolved by the locality of the principal office. Any other view of the act of 1861 would involve an absurdity. For how could the trustees truthfully certify, as against the fact, as well as against the original certificate, that the principal financial office was in a county other than that in which the operations were conducted ? And if they could not so certify, the principal office would, by legislative presumption, be located in both counties. For the operations are in both counties ; and the certificate of incorporation, which on this head is conclusive (Western Transportation Co. v. Scheu, 19 N. Y. 408 ; Oswego Starch Co. v. Dolloway, 21 N. Y. 449; Union Steamboat Co. v. City of Buffalo, 82 N Y. 351), so declares. An absurd purpose is not to be attributed to the law-makers (People ex rel. 23d Street R. R. Co. v. Comm’rs of Taxes, 95 N. Y. 559).

My conclusion, therefore, is that the company was properly assessed in this city, where it has ifs principal financial office, and that there should be judgment accordingly, and directing the payment by the plaintiff of the taxes for the years 1880, 1881 and 1882, to the defendant McMahon, as receiver .of taxes in the city of New York. 
      
      This section provides as follows :
      “ § 2. No company organized under the provisions of said act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes, shall be deemed or taken to have a principal office or place for transacting its financial concerns other than that at which the operations of said company are carried- on, Unless within the month of May in each year the president and treasurer, or a majority of the trustees, shall make duplicate certificates, stating the amount of the then capital of said company, and the portion of such capital not invested in real estate, and stating that such' company then has a principal office for transacting its financial concerns, in a county other- than that in which the operations of- said company are carried on, stating the town or city and county in which such financial office is located, and that the president and treasurer, - and a majority of the trustees of said company are then actually residents of the town or city in which such financial office is then located, which duplicate certificates shall be signed and sworn to by the persons making the same, and filed, the one in the clerk’s office of the county where the operations of said company are carried on, and the other in the clerk’s office of the county in which such financial office shall be.”
     