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United States Radiator Co. v. State

Supreme Court of New York, Appellate Division

May 8, 1912

UNITED STATES RADIATOR CORPORATION, Appellant,
v.
THE STATE OF NEW YORK, Respondent.

APPEAL by the claimant, the United States Radiator Corporation, from a judgment of the Court of Claims of the State of New York, dated the 9th day of January, 1911, and entered in the office of the clerk of said court dismissing the appellant's claim.

COUNSEL

Herendeen & Mandeville [E. Watson Personius of counsel], for the appellant.

Henry Selden Bacon, Deputy Attorney-General, and Thomas Carmody, Attorney-General, for the respondent.

OPINION

LYON, J.:

This is an appeal from a judgment of the Court of Claims dismissing the claim of the appellant for the refund under the provisions of section 280 of the Tax Law (Consol. Laws, chap. 60 [Laws of 1909, chap. 62], as added by Laws of 1910, chap. 186) as erroneously paid of the sum of $1,043.16, paid, under protest, by the appellant, pursuant to the decision of the State Comptroller, holding that certain trustees' certificates were taxable

Page 368

under the provisions of section 270 of the Tax Law, relating to tax on transfers of stock. The case was submitted to the Court of Claims upon an agreed statement of facts by which it appears that the appellant, the United States Radiator Company, a domestic corporation incorporated in May, 1910, purchased certain property and assets of the United States Radiator Company, the United States Radiator and Boiler Company, the United States Heater Company and the Herendeen Manufacturing Company, for which the appellant owed to such vendor corporations, in specified proportions, its total capital stock of 52,100 shares of the par value of $100 per share; that said four vendor corporations entered into a voting trust agreement with the Fidelity Trust Company of Buffalo by which said trust company was to hold all said stock as voting trustee and vote the same as directed by said vendor corporations; that the shares belonging to the vendor corporations were, at their request, duly issued by the appellant to said trust company, which is now the record owner, for voting purposes, of all said 52,100 shares of the capital stock of the appellant; that each of said vendor corporations, upon the unanimous consent of the stockholders of each, requested said trust company to issue its trust certificates covering said stock to the individual stockholders of each of said vendor corporations, and that thereupon said trust company issued its trust certificates accordingly, by which it split up among all the individual stockholders of such vendor corporations the said 52,100 shares of stock issued by the appellant standing in the name of said trust company, issuing to each individual stockholder of each vendor corporation its trust certificate covering such individual stockholder's proportionate share of said total issue of stock; that such trust certificates so issued were on the following form, the blank spaces being properly filled.

'TRUSTEE'S CERTIFICATE.

'No......... ............ Shares.

'UNITED STATES RADIATOR CORPORATION.

'The Fidelity Trust Company of Buffalo, hereby certifies that .......... is the owner of ........ shares of the ........ capital stock of the United States Radiator Corporation of the par value of One Hundred Dollars per share, which said shares

Page 369

have been deposited with it as Voting Trustee, under and pursuant to a Voting Trust Agreement, for five years, dated June 25, 1910, a duplicate of which is filed at the principal ...


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