[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 153 The Pratt Institute is a noble charity, carrying on a work of great usefulness, strictly within the lines of its charter and in accordance with the beneficent purpose of its founder. To the average mind such a charity appeals strongly for relief from the usual burdens resting upon property, because, as it may well be claimed, it discharges its duty to the public by devoting all that it has to the public welfare. *Page 155 It is, however, for the legislature to decide what property should be taxed and what should be exempt, and considerations which might control that department of government can have no force with the courts. It is our duty to enforce the command of the law without regard to what we may think of its policy.
The subject of taxation has been a great embarrassment to legislative bodies throughout the history of the world. Special interests clash with general interests and seek relief, wholly or in part, from the public burden which is essential to the protection of property and the preservation of order. Claims for exemption multiply and when the legislature yields to the pressure of special interests, the precedent breeds a multitude of special statutes and brings confusion into the law. Such was the situation that confronted the legislature of 1889, which set out to meet the difficulty by an act authorizing the appointment of commissioners to revise and consolidate the statutes relating to different subjects and among them to "the assessment and collection of taxes and exemption of property from taxation throughout the State." (L. 1889, ch. 289.) The first bill reported did not become a law and another effort was made in 1892 through an act providing for the appointment of two counsel to "examine the laws of this and other States relating to taxation and to report to the next legislature" the result of their investigations "with recommendations as to legislation relating to assessment and taxation in this State." (L. 1892, ch. 660.) Counsel were appointed accordingly but the bill reported by them was not passed. Finally the commissioners of statutory revision reported in substance the present Tax Law, which went into effect on the 15th of June, 1896. (L. 1896, ch. 908.) In their report to the legislature they stated that they had "gone over the entire field of statutory law relating to taxation" and without intending to effect radical changes, they had been compelled to make various alterations in order to "eliminate inconsistencies and reduce the subject to a harmonious and systematic whole." They further said that there had been *Page 156 no revision of the tax laws since the Revised Statutes of 1828 and that about one hundred supplemental acts had since been passed, including many which increased "the exemptions of property from taxation."
Having thus stated the history and purpose of the Tax Law, we will next examine the provisions thereof relating to exemption and compare them with the special exemption in the plaintiff's charter in order to determine whether the latter was impliedly repealed by the former.
Section three provides that "all real property within this State, and all personal property situated or owned within this State, is taxable unless exempt from taxation by law."
The next section makes liberal provision for exemption from taxation, but we are now concerned only with the seventh paragraph thereof, which provides that "the real property of a corporation or association organized exclusively" for specific charitable, religious and educational purposes, and "used exclusively for carrying out thereupon one or more of such purposes; and the personal property of any such corporation shall be exempt from taxation."
Thus the legislature made all property taxable, except such as is exempt, and in declaring what is exempt it covered the case of educational institutions, such as the plaintiff, exempting all their personal property absolutely, and so much of their real estate as is used exclusively for carrying out thereon one or more of the corporate purposes, but not exempting real estate held as an investment only, even if the income was used for a corporate purpose. A general rule of taxation and exemption was laid down after the revisers, as they expressly declared, had gone over the entire field of statutory law relating to the subject. It was the apparent purpose of this legislation to define the status with reference to taxation or exemption from taxation of every parcel of real property and every article of personal property in the state. It furnished a plain and simple rule for all assessors by which they could at once determine whether property within their district was subject to taxation or not, without searching the statutes for *Page 157 nearly seventy years for special exemptions. It is a codifying act, designed to reduce all statutes relating to taxation into a complete and harmonious system. A codifying act is presumed to exhaust the subject to which it relates, unless a different intention appears on the face of the statute, or is an irresistible inference from special circumstances. The new enactment is substituted in the place of all statutes previously existing and becomes the sole rule of action.
As an author, who is held in high esteem by the courts, has said: "Revision of statutes implies a re-examination of them. The word is applied to a restatement of the law in a corrected or improved form. The restatement may be with or without material change. A revision is intended to take the place of the law as previously formulated. By adopting it the legislature say the same thing, in effect, as when a particular section is amended by the words `so as to read as follows.' The revision is a substitute; it displaces and repeals the former law as it stood relating to the subjects within its purview. * * * Will a revision repeal by implication previous statutes on the same subject, though there be no repugnance? The authorities seem to answer emphatically, Yes. * * * In all cases of repeal by revision the absence of express words of repeal is unimportant. The purport of the numerous cases cited is that where a statute is revised, or a series of acts on the same subject are revised and consolidated into one, all parts and provisions of the former act or acts, that are omitted from the revised act, are repealed." (Sutherland on Statutory Construction [Lewis' edition], §§ 269, 270.)
In King v. Cornell (106 U.S. 395) Chief Justice WAITE declared that: "While repeals by implication are not favored, it is well settled that where two acts are not in all respects repugnant, if the later act covers the whole subject of the earlier and embraces new provisions which plainly show that it was intended as a substitute for the first, it will operate as a repeal." (Citing U.S. v. Tynen, 11 Wall. 88.)
The same court had previously said: "It was the intention of Congress, by the latter statute, to revise the entire matter *Page 158 to which they both had reference, to make such changes in the latter as it stood as they thought best, and to substitute their will in that regard entirely for the old law upon the subject. We are of the opinion that it was their intention to make a new law so far as the present law differed from the former, and that the new law embracing all that was intended to be preserved of the old, omitting what was not so intended, became complete in itself and repealed all other laws on the subject embraced within it. The authorities on this subject are clear and uniform." (Murdock v. City of Memphis, 20 Wall. 590, 617.) The last utterance of that high court upon the subject, so far as we are advised, is as follows: "It is settled that, without express words of repeal, a previous statute will be held to be modified by a subsequent one, if the latter was plainly intended to cover the whole subject embraced by both and to prescribe the only rules in respect to that subject that are to govern." (Tracey v. Tuffly, 134 U.S. 206, 223.)
"A subsequent statute, revising the whole subject-matter of a former one, and evidently intended as a substitute for it, although it contains no express words to that effect, must, on the principles of law as well as in reason and common sense, operate to repeal the former." (Bartlet v. King,12 Mass. 537, 545.)
"If a revising statute embraces all the provisions of antecedent laws on the same subject and reduces them to one system, such statute virtually repeals the statutes revised without any expression to that effect, and though there is no repugnancy between them." (State v. Wilson, 43 N.H. 415, 419. See, also, People ex rel. Ross v. City of Brooklyn, 69 N.Y. 605;Excelsior Petroleum Co. v. Embury, 67 Barb. 261, 264;Dexter Limerick Plank Road Co. v. Allen, 16 Barb. 15; Sedgwick on Statute Law, 124, 125; Dwarris on Statutes, 674.)
The latest expression of opinion upon the question is in a decision by ourselves, speaking through our late associate, of revered memory, Judge LANDON (Matter of Huntington, *Page 159 168 N.Y. 399). We then had under consideration the Tax Law now before us and two special acts, one incorporating "The Roosevelt Hospital in the City of New York" and the other for the relief of "The Children's Aid Society of the City of New York." (L. 1864, ch. 4; L. 1868, ch. 468.) The earlier act strongly resembled that which incorporated the plaintiff, and, after creating the corporation, it enacted that all its property, real and personal, should be exempt from taxation. The later act dealt with a corporation already in existence by relieving its necessities through a generous appropriation of money and at the same time exempting all its property from taxation. Both corporations had the same noble purpose of benefiting mankind as the plaintiff, not in the same way by educating in special lines, but, in the case of the hospital, by relieving those suffering from wounds and disease and, in the case of the Children's Aid Society, by providing a lodging house for friendless and homeless boys in the city of New York.
Judge LANDON, after referring to the history of the Tax Law and the report of the commissioners who prepared it, held that it was such a revision and substitute for all former statutes general and special, upon the subject of exemption from taxation, as to supersede and repeal them by implication, and that it thus repealed among others the provisions of the special acts exempting the property of the two corporations mentioned. He alluded to the constitutional amendment of 1875, which provided that the legislature should not pass a private or local bill "granting to any private corporation, association or individual any exclusive privilege, immunity or franchise whatever," but authorizing the passage of general laws providing for such cases and others. He declared that the Tax Law "was evidently intended to harmonize with the constitutional and legislative policy thus indicated. Article twelve of the Tax Law contains a schedule of one hundred and fifty-three acts and parts of acts which are expressly repealed by the Tax Law. This schedule does not mention the special acts exempting either the Roosevelt Hospital or *Page 160 the Children's Aid Society, or, so far as our examination extends, any act in which a corporation designated by name is exempted." After quoting subdivision seven of section four of the general statute, he continued: "With such a general statute the corporations and associations enumerated in the subdivision need no special statute unless, as is not here suggested, they used their property for purposes foreign to those for which they were organized. Unless they do so use it, there is no question of repugnancy or inconsistency between the general and private statute. Conceding a repugnancy to the extent that a private enterprise, masked under charitable privilege, should not be exempt, and we have a stronger reason for the repeal by implication of the exemptions which the special acts granted in this respect. The greater act seems to include all the less. Nor is there any suggestion that the private statute has some special fitness to the pecular condition of any of these corporations designated by name in such statute which the general statute does not embrace. * * * In our opinion the legislature intended by the Tax Law of 1896 to provide, pursuant to the Constitution, for this particular class of immunities from taxation, and to cover, as the act constituting the commissioners of statutory revision required, the whole field of `the collection and assessment of taxes and exemption of property from taxation throughout the State,' so far, at least, as their view of the subject extended. * * * The general rule of the liability to taxation of all property within the State was preserved, and the exemptions classified in such comprehensive phrase as to make all prior private and special exemptions unnecessary so far as the general act conferred the same exemptions as the special and private acts, and repugnant and inconsistent so far as the special and private acts conferred greater immunities and exemptions than the general act. If these views are correct, it was not necessary to search out the many private statutes conferring exemptions and to enumerate them in the schedule of repealed statutes. In the construction of a statute of so much moment, enacted as the result of long *Page 161 experience, much discussion and great consideration, the rule that effect must be given to the intent of the legislature, if the language of the enactment will permit, is of commanding force. (Citing Matter of Dobson, 146 N.Y. 357; People ex rel.Fleming v. Dalton, 158 N.Y. 175; Matter of Thrall, 157 N.Y. 46;People ex rel. Catholic Union v. Sayles, 32 App. Div. 203; affirmed on opinion below, 157 N.Y. 679.)"
In People ex rel. Catholic Union v. Sayles (supra) we adopted the opinion of the Appellate Division which was also written by Judge LANDON. In that case a corporation organized exclusively for benevolent purposes and owning real estate, not directly used for any corporate purpose, which had been taxed, claimed exemption under a special law, but the claim was overruled upon two grounds, first, that the special act had been repealed by another act not now important, and, second, because it was repealed by the General Tax Law. Upon the second point Judge LANDON said: "We also think that it was repealed by the General Tax Law; that the intention of the legislature was influenced by the mass of special legislation upon the subject of exemptions and by the need of a uniform system and that, as may be gathered from the statute itself, it was to establish a system which should place exemptions of the real property of charitable corporations upon a basis of clearly defined equity, free from the unsystematic partialities of special favoritism, and free from the danger of hazarding their usefulness by embarking in outside enterprises. We think the statute apt in its provisions to accomplish such a result."
Two decisions, each directly in point, made within the last ten years ought to settle the question, but the appellant claims that they have both been overruled by a later case decided without an opinion. (People ex rel. Cooper Union v. Wells, 180 N.Y. 537. ) When a decision is made upon full consideration, and judgment is rendered upon well-defined grounds, it cannot be regarded as overruled by a subsequent case in which no opinion was written and no ground of action stated. We do not overrule important authorities sub silentio *Page 162 and it was not our intention to overrule either of the cases named. No such suggestion was made at our consultation table, and no such result follows from the Cooper Union case, as it is clearly distinguishable.
We are asked to distinguish the Huntington case from that of the plaintiff, because the statute incorporating the latter and conferring the special exemption "has some special fitness to the peculiar condition" of the Pratt Institute. This is impossible upon any logical ground, for the argument founded on special fitness applies with no more force to the plaintiff than it did to the Roosevelt Hospital or the Children's Aid Society.
It is argued that the Tax Law, if so construed as to impliedly repeal the exemption clause in the plaintiff's charter, violates the Federal Constitution by impairing the obligation of a contract. This argument is answered by that clause of the Constitution of 1846, and continued in our present Constitution, which provides that "all general laws and special acts passed" for the creation of corporations "may be altered from time to time or repealed." (Const. of 1846, art. 8, § 1; Const. of 1895, art. 8, § 1.) The Revised Statutes also provided that "the charter of every corporation, that shall hereafter be granted by the legislature, shall be subject to alteration, suspension and repeal, in the discretion of the legislature." (1 R.S. 600, § 8.)
Thus, before the plaintiff received its charter from the legislature, the right to alter or repeal it had been expressly reserved by that body and irrevocably reserved by the Constitution. The reservation became a part of the charter of every corporation subsequently organized, whether under a general act or by special statute.
An argument like that now advanced by the appellant in this case was made by the appellant in a case recently before the Supreme Court of the United States, and this is the answer that it received: "When the proposition relied upon is plainly stated and its import clearly apprehended, no reasoning is required to demonstrate its unsoundness. In effect, it *Page 163 is that the contract was not subject to repeal, although the contract itself in express terms declares that it should be so subject at the will of the legislative authority. The elementary rule is that if at the time a corporation is chartered and given either a commutation or exemption from taxation, there exists a general statute reserving the legislative power to repeal, alter or amend, the exemption or commutation from taxation may be revoked without impairing the obligations of a contract, because the reserved power deprives the contract of its irrevocable character and submits it to legislative control. The foundation of this rule is that a general statute reserving the power to repeal, alter or amend, is by implication read into a subsequent charter and prevents it from becoming irrevocable." (Citizens'Savings Bank v. Owensboro, 173 U.S. 636, 644.)
The order appealed from should be affirmed, with costs.
BARTLETT and WERNER, JJ., concur; CULLEN, Ch. J., concurs in the opinion of VANN, J., on the constitutional question, and concurs in result on the ground that the decision in Matter ofHuntington (168 N.Y. 399) is controlling; GRAY and HAIGHT, JJ., dissent; O'BRIEN, J., absent.
Order affirmed.