
    The People ex rel. The Eickemeyer-Field Co. et al., App’lts, v. Frank Rice, Secretary of State, Resp’t.
    
      (Supreme Court, General Term, Third Department,
    
    
      Filed November 22, 1892.)
    
    Corporation's— Organization tax—Consolidation.
    The word two as contained in chapter 608, Laws 1893, must he deemed to mean two or more, and not two only, and the statute applies on the consolidation of more than two corporations.
    Appeal from order denying application for peremptory mandamus to compel the secretary of state to file articles of association of the relators.
    
      Smith & Dougherty (J Hampden Dougherty, of counsel), for app’lts; Simon W. Rosendale, atty. gen., for resp’t.
   Putnam; J.

The relators, the Eickemeyer Pield Company, The Eickemeyer Dynamo Company, and the Yonkers Machine Company, three corporations duly incorporated under the laws of this state subsequent to 1886, who had each, on filing a certificate of organization in the office of the secretary of state, paid the tax required by chap. 143 of the Laws of 1886, on or about June 13, 1892, agreed to consolidate into one corporation, The Eickemeyer Pield Manufacturing Company, also one of the relators. On presenting to the secretary of state the papers showing such consolidation, he declined to file the same until the fees as required by the act of 1886 and amendments thereto were first paid. At the time of the consolidation in question chap. 668 of the Laws of 1892, amending chap. 143 of the Laws of 1886, was in force, § 1 of said act containing the following provision :

“In case of the consolidation of two corporations into a new corporation, said new corporation shall be required to pay the tax hereinbefore provided for only upon the amount of its capital stock in excess of the aggregate amount of capital stock of said two corporations upon which said tax shall have heretofore been paid, and no more.”

The state insists, and the court below held, that the above quoted provision of the act of 1892 does not apply to a case like this, of the consolidation of three corporations. That the statute should be construed to mean two only, and not two or more.

The word “ two,” as in ordinary use, is sometimes intended to mean only two, and sometimes two or more. Instances are cited by respondent where the word should have the former meaning and the appellant calls our attention to cases where the word two as used is evidently intended to mean two or more.

The question before us to be determined is, what meaning should be given to said word as used in the above quoted provision of the act of 1892 ?

The rules to be followed in the construction of statutes are well settled. It is held that “ the great principle which is to control is the intention of the legislature in passing the same, which intention is to be ascertained from the cause or necessity of making the statute, as well as other circumstances. A strict and literal interpretation is not always to be adhere^ to, and where the case is brought within the intention of the makers of the statute it is within the statute, although by a technical interpretation it is not within its letter. It is the spirit and purpose of a statute which are to be regarded in its interpretation. * * * A reasonable construction should be adopted in all cases where there is a doubt or uncertainty in regard to the intention of the lawmakers.” People ex rel. Wood v. Lacombe, 99 N.Y., 49 ; Smith v. The People, 47 id., 336 ; McKuskcie v. Hendrickson, 128id., 558; 40St. Rep., 619.

Applying the above doctrine to the case before us, it is to be presumed that the intent of-the legislature in enacting the above quoted provision contained in chap. 688 of the Laws of 1892, was to prevent a liability on the part of a corporation which had paid the tax required by the act of 1886, on a consolidation with another corporation which had also paid said tax, to again pay the same tax. The object of the law was to prevent a double taxation. To hold, therefore, that on consolidation of two companies the new corporation was not required to pay a tax under the act of 1886, while on the consolidation of three or more the tax could be legally imposed, would result in making the statute unreasonable and absurd, and in not carrying out what may be ¡^resumed to be the intent of the legislature in enacting it. If on consolidation of two companies the tax under the act is not required to be paid, there is no reason why the same exemption from taxation should not follow the combination of three or more corporations.

I think, therefore, that under the rule laid down as to the construction of statutes in the above quoted authorities, the word two as contained in the above quoted provision of the act of 1892 should be deemed to mean two or more, in order to carry out the apparent purpose of the legislature.

To give this construction of the law we are not compelled to go beyond the letter of the statute, as is sometimes done; we are merely giving to the word “ two ” a meaning often given to it as in common use. The meaning of the word as used in the statute is doubtful, and in such a case it is proper to resort to the intent of the lawmakers in order to determine the sense in which the word was used. Chamberlain v. The Western Trans. Co., 44 N. Y., 309 ; People v. City of Buffalo, 57 Hun, 582; 33 St. Rep., 323 ; Donaldson v. Wood, 22 Wend., 397.

It follows that the order appealed from should be reversed, with ten dollars costs and disbursements, and the mandamus asked for by "the relators granted, with fifty dollars costs and disbursements.

Herrick, J., concurs.  