The New York Times Association issued 100 shares of $1,000 each, of which the decedent owned 46, and this proceeding was for the purpose of determining the value of such shares for the purpose of taxation under the act in relation to the taxable transfers of property. The question presented is whether in appraising the shares the appraiser erred in taking into consideration the value of real estate of the association.
It may be conceded that real property owned by the decedent and devised in a direct line would not be taxable, but it does not follow that in determining for the purpose of taxation the value of shares in a joint stock association, some regard should not be had of the value of realty which unquestionably plays a part in making up the share value. Where shares are to be appraised which, like those in this case of the New York Times Association, are inactive, infrequently sold and never come into the open market, an appraiser having no reported sales to guide him, is not guilty of pursuing a wrong method when, in order to find the market value of such shares owned by the decedent, he inquires into the value of the property which represents the shares.
It requires no argument to demonstrate that the greater the quantity and the greater the value of the real estate held by the association the more valuable would be the shares. It is not a taxing of real estate to consider it in reaching a conclusion as to what is the value of the shares. Such real estate is not the property of the shareholders, but belonged to the association. . What the decedent owned, therefore, was not real property, but forty-six shares in the joint stock association which, in turn, owned the property. Regard being had to the close analogy between shares in a joint stock association and the stock of a corporation, I can think of no good reason why the shares of the former should not be taxable precisely as the stbck of any corporation is taxable, that is, as personalty, whether the value thereof depends in whole or in part upon realty or not.
As correctly urged by the respondent, the particular inquiry here is not as to the nature of the association, but as to the nature of its shares of stock. The • realty in this instance was held exactly as a corporation holds its realty. The title was in the president, who *246could convey it free from the claims of shareholders, and there is no more reason for holding that the real property belonged directly to the shareholders than in saying that stockholders in every corporation own the real estate of such corporation. The interest and the ownership which the shareholders of this association had was in the shares, which carried the right of a proportional participation in the profits or assets whenever distributed, either in the form of dividends or at the final winding up. The shares were transferable by indorsement and, upon the death of a member, went to his legal representatives and not to his heirs. Thus they had all the attributes of shares of corporate stock, the principal, if not the only, difference between them and ordinary shares of corporate stock being that in certain events the holders might jointly and severally be liable for the debts of the association. As stated, however, in 17 American and English Encyclopædia of Law (2d ed., p. 639), “ Individual responsibility of the shareholder - for the debts of the association is no longer incompatible with the corporate idea.”
But it is unnecessary to pursue the subject of the close similitude of a joint stock association and a corporation, which' is clearly set forth in People ex rel. Platt v. Wemple (117 N. Y. 136), or to determine in what respect the former approaches to a partnership. What we are here concerned with is whether an error was committed in the method followed by the appraiser in fixing the taxable value of the shares of the association.
It was his duty to ascertain such value in the best and most practical way, and, in the absence of any reported sales which would fix the value, there was nothing wrong in the method which he adopted of inquiring into the different items that went to make up the value of the shares. In this connection, in taking into consideration the value of the real estate, I do not think he committed error. The shares were to be regarded as personal property representing an interest which the shareholders had in the association, and the fact that some of the property of the association consisted of realty in no way made the tax imposed one upon realty. Under the circumstances the extent and value of the real estate was properly to be considered by the appraiser, there being accessible no other means more- satisfactory for determining the value of the shares.
*247For these reasons I dissent from the conclusion reached by the majority of the court.
Order of surrogate modified by deducting therefrom the interest of the testator in the real estate., and the proceedings remitted to the surrogate to enter a decree in conformity with the views expressed in the opinion, without costs to either party on this appeal.