(dissenting) :
I agree with the majority that this is one of those un*540fortunate instances in which the key statutory word is ambiguous. It falls upon the courts, therefore, making use of the principles of logic and law, but scrupulously avoiding considerations lying within the province of the Legislature, to resolve the ambiguity. The specific question is whether the word “industrial” was here used in the narrow sense its derivation suggests, simply relating to manufacture, or in its much broader sense, including all the allied and incidental activities in which a manufacturing concern may engage.
The correct interpretation to be put upon ambiguous statutory language is commonly indicated by the nature and purpose of the legislation involved. Modern courts still observe this basic principle of construction, which was described by Lord Coke in 1584 in the following words :3
“And then the office of all the judges is always to make such construction as shall suppress the mischief, advance the remedy, and to suppress subtle invention and evasions for continuance of the mischief, and pro privato commodo, and to add force and life to the cure and remedy, according to the true intent of the makers of the act pro bona publico."
The avowed purpose of one of the statutes here involved, and the clearly evident purpose of the other, is to protect the health and safety of the public. They, therefore, lie within a generally recognized field of legislation usually referred to as “laws foradvancement of the public welfare.” The courts have uniformly declared themselves bound to construe the language of such statutes liberally, so as to effect the humanitarian legislative intent to the fullest reasonable extent. 50 Am. Jur., 420; Southerland, Statutory Construction (3rd Ed.) Horack, Secs. 6604, 7201, 7202. A corollary to this rule of liberal construction, which actually amounts only to its inverse statement, is that any provisos, exemptions or exceptions to the coverage of such laws must be strictly construed. 50 Am.Jur., § 458; Crawford, Statutory Construction, § 299, p. 609; McComb v. Consolidated Fisheries Co., (D.C.Del.,) 75 F. Supp. 798, affirmed 3 Cir., 174 F.2d 74. *541Any person asserting the protection of an exception, therefore, must carry the burden of proof and establish to the satisfaction of the court that he is clearly excluded by the language on which he relies. Detroit Edison Co. v. Securities and Exchange Comm., (6 Cir.) 1941, 119 F.2d 730, 739; and see, for example, such cases as are collected in Note 67, Title 29, U.S.C.A. § 213.
For reasons which seemed sufficient to the General Assembly, the necessity to protect health and safety was set aside in certain cases where it was thought to conflict with the interests of industry. That decision was made in the exercise of the legislative function. But the extent to which health and safety were thus set aside was limited by a word which can be taken in either of two senses. Therefore, owing to the nature of the reason for enactment of the statutes, it is a judicial responsibility to be certain that the curtailment of the application of the statutes is no more severe than the General Assembly clearly directed it to be.
Now the proposed use of this building is for offices. Accordingly, if we apply the above-stated rule, we must hold that an office building is not one used for “industrial” purposes.
The majority opinion holds that the exceptions must be broadly construed because of what it says the Legislature must have had in mind when the language was adopted. The intent, it says, was to favor industry. Hence, it reasons, the best way to carry out the legislative intent is to favor industry as far as possible. This process of reasoning confuses the character of an intent with its quantum. Because there was an intent to help industry to some extent, it does not follow that the intent was to help it to the very limit of possibility.
It is suggested specifically that reason indicates that the purpose of the two instant exceptions was to attract new industry into New Castle County. But is this reasoning of rationalization? It could be that the actual legislative intent was to assure the passage of the bill, and thus to pacify the *542industry which was already located in New Castle County. But in any case, I perceive no established principle which would prompt us to speculate, as the majority opinion has done, upon the type of bargain which would be presumed to have been sufficient to placate the representatives of industry at Dover.
But, putting aside our entire first analysis of the problem, based upon the general purpose of the statute, let us briefly consider just the exceptions. Whether they were inserted into the law in order to bring new industry into. New Castle County, which I do not deny, or to overcome opposition to the statutes, which I do not assert, or to accomplish some entirely different purpose of which the court has no knowledge, all must agree upon this, that, as stated by the majority, the exceptions were “intended to be an inducement or the conferring of a favor.” This granting of a favor is a familiar type of legislation euphemistically referred to as “public grants,” but which might more accurately be termed “private grants.” Exclusive franchises and conveyances of public lands are such grants. The majority opinion notes another example, where it cites numerous instances in which our state has permitted various of its governmental subdivisions to exempt new concerns, usually for a limited time, from the payment of property tax. To the majority the allowance of so many of these tax exemptions seems to demonstrate that our jurisdiction has in some blanket fashion approved and encouraged the principle‘of such favors, and, therefore,, has placed a duty upon the courts to construe any ambiguous terms in that type of legislation in such manner as further to favor the already favored class or group. I can in no sense agree. Borrowing a show of scholarship from Lord Coke in Heydon’s Case, supra, I should call such reasoning a “subtle invention” sacrificing the bonum publicum for the commodum privatum.
The practical implications of the majority’s interpretation are not very wholesome. It seems to mean that if the wily representative of any group or interest seeking special *543preference can get his foot in the door by pushing through the Legislature a bill which can be read or explained in two different ways, he may then rely upon the courts fully to open the door.
Nor does legal precedent seem to favor such an interpretation. So far as I can ascertain, it is firmly established law that all ambiguities in such “public grants” as we have here are to be construed against the beneficiaries of the special favors. See Southerland, Statutory Construction, (3rd Ed.) Horack, Vol. 3, Ch. 64; Chenango Bridge Co. v. Binghamton Bridge Co., 3 Wall. 51, 70 U.S. 51, 18 L.Ed. 137. Tax exemption statutes, the particular illustration used in the majority opinion, appear not to differ materially from other forms of public grants. A typical statement of the rule in such cases was uttered by Judge Avery, sitting in the Connecticut Supreme Court of Errors, in Town of Woodstock v. The Retreat, Inc., 125 Conn. 52, 3 A.2d 232, 233:
“Taxation is an act of sovereignty, to be enforced, so far as it conveniently can be, with justice and equality to all. Exemptions, no matter how meritorious, are of grace, and must be strictly construed. They embrace only what is strictly within their terms.”
See also 53 C.J.S., Licenses, § 31, page 603, and Southerland, Statutory Construction, (3rdEd.) Horack, § 6409.
But there is yet another reason why the interpretation urged by appellant is difficult to accept. If we are to construe the third exception as appellant would have us do, the fourth one is an embarrassment. There was no need for the fourth exception if the third already applied to all the incidental espects of an industrial enterprise. In an effort to avoid this obvious overlapping, appellant says that the third exception applies only to such activities as are “necessary to and indissoluble from” the industrial operations. Hence, it is argued, an office building would be exempt under “3,” but a club for employees would not be, or would not certainly be.
But what is the source of this criterion of indissolubility? So far as I can determine, it is not sponsored in any *544book. Such a so-called “test,” indeed, will not itself bear scrutiny. What is or is not indispensable to a business is not only without the prestige of previous recognition as a determinative standard, but it lacks any quality of objective certainty. What is necessary to a business is a relative, subjective thing, so that its portrayal in tones of absolute black and white is oversimplification. What one man would call indispensable to an industry another equally shrewd industrialist would denounce as folly. The appellant could perhaps survive, albeit under some handicap, without owning this or any other office building. Perhaps it could in some fashion manage without a legal department, pensions for employees, or any of several other entities or measures now in use. Yet all these items are probably regarded by somebody as “indispensable.” But as a matter of fact, a clubhouse for employees and an office building, as corporate property, are only different in a superficial and relative sense; they must have this vital characteristic in common, that they are designed to promote the success of the company’s business. Otherwise there is no excuse for their existence, and the board of directors would have no right to provide them. Dodge v. Ford Motor Company, 204 Mich. 459, 170 N.W. 668, 3 A.L.R. 413. To hold that a clubhouse for employees is not a necessary incident to a huge modern business concern would be a finding of fact difficult for courts and dangerous for boards of directors. See cases collected in 3 A.L.R. 443.
The majority opinion, in obedience to the principle requiring, if possible, that such a construction be applied as will give meaning to all parts of a statute, strives to establish some reason for the existence of the fourth exception in the face of a broad interpretation of the third one. It says, in summary, that the third and fourth exceptions were combined in order “to exempt all of the property of an industrial concern used in furtherance of its general business purposes * * But if the legislative purpose was truly so simple, why is it supposed that whoever drafted the statutes lacked the wit to say so ? And why would two exceptions be *545used if it were merely sought to except one thing? Now, if we take the narrow interpretation of “industrial,” we see that the two exceptions become applicable to two things. Because an ambiguous word is included in a statute so as to require judicial construction, it does not follow that the statute as a whole was so poorly drawn that the ordinary rules of construction do not apply to it. This argument that the fourth exception was inserted simply to make sure that an item on the periphery of the third one would be excepted, assumes a degree of incompetence in the general draftsmanship of the statutes which I am not prepared to concede.
To the majority it seems illogical to suppose that the Legislature would have excepted some of the buildings of a corporation and not others. I fail to grasp the force of the judicial reasoning that if factories and facilities for the pleasure of employees are excepted, then offices must necessarily have been excepted as well. These are legislative considerations. If we were in the realm of pure logic, we should have been halted at the very beginning, where the decision was made to permit the building of properties without supervision as to the safety of their construction in order to insure that we shall have as many of such buildings as possible. If the very exceptions themselves create an inequity, as must eventually be acknowledged to be the case, the instanc?s of inequality are simply multiplied if the coverage of the exceptions is extended.
Appellant and the majority make much of the supposed difficulty of enforcing the statutes if the narrow interpretation of the word “industrial” be adopted. The majority opinion gives several examples of problems which it is said would prove most troublesome. It is permissible to look at the alternative consequences in aid of an interpretation where, as here, the statute itself is ambiguous. If one alternative is absurd and the other sensible, the courts assume that the Legislature intended the sensible result. 50 Am.Jur., § 372. But that test is of no service here, for, although there might be annoyances under a narrow interpretation, there is in*546justice under the broad one. An absolutely identical office building in a similar location, but owned by an insurance company or bank, for example, would be covered, while this one would be exempt. Obviously the courts, in attempting to reconstruct the legislative intent, should shrink from an interpretation which would result in that type of discrimination. Under our system of jurisprudence justice is not lightly surrendered to convenience.
Because a law will not be easy to enforce, it does not follow that it is, therefore, not the law, nor that if it is enforced, such enforcement will be likely to be “arbitrary and capricious.” One has only to look at the federal Fair Labor Standards Act to see how short its career would have been if such a consideration had been given weight. At the last count there were fifteen variously worded general classes of exemptions from the coverage of that law. Yet the courts have consistently and generally applied the law as liberally as it could be applied, and construed the exceptions as narrowly as possible.
Nor has any difficulty of enforcing this law been suggested which is more serious than problems constantly arising in the field of municipal zoning. In zoning regulations a distinction is commonly made between “commercial” and “industrial” buildings. The distinctions there are usually based upon differences in the construction or use of the buildings in question, rather than on differences in the manner in which the owners make their money. So far, however, the difficulties of administration of zoning laws, though great, have not been found to be insurmountable.
For separate and independent reasons, therefore, to which, in my view of the matter, no sufficient answer has been given, I consider that we are here bound to construe the word “industrial” in its narrow sense. In my opinion the judgment of the Court of Chancery should have been affirmed.
Heydon’s Case, 3 Co. Rep. 7a, 76 Eng. Rep. 637 (638).