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by and with the authority of the board of direc-, held some in the city of New York, the othtors to endorse or guarantee the payment of the ers in Providence. principal or interest or both, of and upon bonds, notes or other obligations of any person or per
The foregoing statement includes all of sons, firm or firms, corporation or corporations." the acts and activities of the traction com
pany performed outside of Rhode Island. The capital stock of the United Traction The dividends and said additional sum of & Electric Company is $8,000,000; its bond- $11,000, paid as rent as aforesaid, are paid ed indebtedness is $9,000,000. It owns all to the traction company in Rhode Island the capital stock of the Union Railroad Com- and are deposited in Rhode Island banking pany, the par value of which is $9,000,000, institutions. The checks for the payment of of the Pawtucket Street Railway Company, dividends on the capital stock of the tracthe par value of which is $500,000, and the tion company are drawn
tion company are drawn by the treasurer in Rhode Island Suburban Railway Company, Providence against these deposits and sent the par value of which is $5,000,000. This from there to its 1,100 or 1,200 stockholders. ownership has existed for several years. The books of the company are kept in ProviThe traction company neither bought nor dence, and notices of stockholders' meetings sold any stock in 1912.
are sent from there. The company had no These three railway companies are local office in Providence for 1912 for which it corporations owning street railway fran- paid any rent. Its office was in practice chises and properties within this state which where the secretary and treasurer had his are leased to the Rhode Island Company as office. The company had no office in any othan operating company, which in addition to er state. The treasurer is the only salaried other specified charges pays as rent 8 per official. It also appears that the signing and cent. on the capital stock of the Union Rail- issuance of stock certificates take place in road Company, or $720,000; 6 per cent. on Providence, as also did the act of signing as the capital stock of the Pawtucket Street guarantor of the registered bonds of the Railway Company, or $30,000; and 2 per Rhode Island Suburban Company which are cent. on the capital stock of the Rhode Island guaranteed by the traction company, alSuburban Railway Company, or $100,000 — though it does not appear that any acts of making $850,000 in the aggregate. These that nature were performed in 1912. There sums are paid directly to the United Traction also is evidence that the stock of the Union & Electric Company. It received annually in Railroad Company and of the Pawtucket addition from the Rhode Island Company, as Street Railway Company was pledged or part of said rent, about $11,000 to cover the mortgaged to the Central Trust Company New Jersey corporation tax against the trac- of New York as trustee as security for the tion company, the salary of the treasurer of holders of the bonds of the traction comthe latter company and certain other irregu- pany, and that the Union Railroad Company, lar and incidental expenses for clerical serv- prior to its leasing of its property to the ices, directors' fees, and the like, so that Rhode Island Company, had issued bonds the amount of money annually received and and given a mortgage on its property to a handled by the traction company is practical- local trust company to secure their payment. ly $861,000, $850,000 of which is income. It is stated that Mr. Sweetland, as treasurer. This company has never owned any property of the traction company, in 1912, in order to except in Rhode Island or in any corporation protect the bondholders of the traction comowning property outside of this state. The pany, was compelled to have interviews with company has a board of seven directors. In various persons and to exercise supervision the early part of 1912, five of the seven di- of certain proceedings for the extension of rectors resided in Rhode Island, including the bonds of the Union Railroad Company. the president, vice president, secretary and at any rate, the foregoing statement includes treasurer, the last two offices being filled by in substance all the acts and activities of Mr. Cornelius S. Sweetland; of the other the traction company. There is no controvertwo directors, one resided in New Jersey, sy, however, as to the facts in the case. The the law of that state requiring it; the other question therefore, restated, is whether or resided in New York. During the year 1912, not the traction company, admitting its acts one of the directors residing in this state and activities to be as above stated, was a resigned, and the vacancy was filled by a corporation “carrying on business for profit resident of Connecticut. The stockholders' in this state" within the meaning of the Tax meeting was held in New Jersey, as required Act of 1912. by the law of that state. The company had It is obvious that the question may be nara corporate agent in Jersey City, namely, the rowed. As already stated, it is conceded that Corporation Trust Company. Records of the traction company is a corporation. It transfer of stock were kept, both in Provi- is plain, also, that whatever the company did dence and Jersey City. The Corporation in 1912, whether much or little, was almost Trust Company attended to this in Jersey entirely done in this state; and it is cerCity and kept the traction company posted tainly idle to suggest that the activities of on legislation, for which services the Cor- the company, by whatever name they may be poration Trust Company was paid a general characterized, , were not carried "for t'ee each year. The directors' meetings were profit." The stockholders received $850,000
a year on its invested capital, and the only | legislation. It singles out corporations and reasonable inference is that they were main- joint-stock companies and selects that part taining the corporation and carrying on its of their intangible property named and dework for the "profit" or gain afforded there- fined in the act as “corporate excess” and by and not for pleasure or charity. By the imposes a special tax thereon at a flat rate terms of the articles of agreement on which established by statute, which tax is paid dithe certificate of incorporation was issued, rectly to the State Treasurer. This expres“the objects for which the company is form- sion “corporate excess" is in our law a new ed and the nature of business to be transact- designation and classification of property, ed by it” expressly include the purchase and but it is in express terms "property," and as holding of shares of capital stock; that is, its name implies, a kind of property peculiar the incorporators at the beginning of their to and belonging only to corporations and enterprise described what the traction com- joint-stock companies or associations. The pany has since done, as the transacting of general classification of corporations liable to business and such business as one of the pur- this tax is effected by the use of the language poses for which the corporation was formed. “every corporation
carrying on But of course their definition of the term business for profit in this state.” From this “business" is not decisive of the issue now general classification trust companies, banks, raised. The question for consideration banking associations, and public service cortherefore, as narrowed, is: Do the acts and porations are excepted for various reasons, activities of the traction company carried on chiefly because they are taxed by other methby it in 1912 in this state constitute the "car-ods, some of them by taxes on their business rying on business" within the meaning of receipts rather than on their property. But the Tax Act of 1912?
these exceptions do not affect the purpose of And first, what is meant by the term "busi- the general classification. The classification ness"?
points out and includes all the corporations, In Re Alabama & Chattanooga R. R. Co., not especially excepted, liable to taxation in 9 Blatchf. 390, 397, Fed. Cas. No. 121, Wood- this way: If a corporation belongs to the ruff, J., says:
class, it is not material if it shall appear that "In its broadest sense, the term 'business' in- it has no "corporate excess," as it is the liacludes nearly all the affairs in which either an bility to a tax upon “corporate excess” which individual or a corporation can be actors. In exempts the owner of shares of its corporate dulgence in pleasure, participation in domestic enjoyment, and engagement in the offices of stock from taxation thereon. merely personal religion, may be exceptions, in By implication, in addition to the special the case of an individual. But the employment exceptions referred to, all corporations not of means to secure or provide for these would, “carrying on business for profit in the state” to him, be business; and, to a corporation, these exceptions can have no application. The con- escape liability for taxation for "corporate duct of any and all of the affairs of a corpora- excess.” This expression "carrying on busition is business.”
ness," and the similar one "doing business," In this broad sense it would not seem to have been frequently considered by the accord with the facts to say that the said courts, and especially in relation to corporate traction company is not "carrying on busi- business. It is said that about the time of ness.” But the expression is, no doubt, fre- the adoption of the federal Constitution quently employed with a somewhat restrict- there were only six corporations doing busied meaning, varying in this particular under ness in the United States, and that in 1910 differing conditions.
nearly 262,500 corporations made returns In People v. Commissioners of Taxes, 23 under the corporation tax law of 1909. N. Y. 242, 244, after defining business thus Their enormous growth in recent years, not "The word 'business' embraces everything only in number but in magnitude with their about which a person can be employed,” the widely-extended and far-reaching business court goes on to say:
interests, with their large parent plants in “No conclusion can be arrived at in this case, one state, with their subsidiary plants and by following out the precise lexicographical branch offices and numerous agents in other meaning of these terms. The statute is to be states, has been productive of many very interpreted, therefore, by the light to be obtain
difficult legal ed from its general scope and tenor, from other
questions. statutes in pari materia, and from a considera-Many of these cases have arisen in the attion of the evils and abuses at which it was tempt to enforce tax acts, particularly quesaimed.”
tions as to whether a foreign corporation is It is generally understood that the Tax taxable and to what extent when the “carAct of 1912 was the result of a somewhat rying on business" or the "doing business" prolonged investigation and study of the sub- is made the test of taxability. These cases ject of taxation by a commission appointed have often involved the question of double for that purpose and of a consideration of taxation when the business activities of a its recommendations by the General Assem- corporation were maintained in more than bly. Its aim is to effect a more scientific, one state. In many such cases the courts complete, and equitable system of taxation in defining "carrying on business" or "doing in this state than hitherto prevailed. The business” have made a clear distinction beportion of the act now considered is new tween those things which constitute the real
design and purpose of a corporation and the 1389; Berger v. Pennsylvania R. Co., 27 R. I. transactions which are only collateral there- 583, 65 Atl. 261, 9 L. R. A. (N. S.) 1214, 8 to or incidental, and have held that:
Ann. Cas. 941. "To constitute doing business within the mean- It may be accepted, therefore, that a coring of such statutes there must be a doing of poration is "carrying on business" in a parsome of the works, or an exercise of some of ticular locality if it is doing some of the the functions for which the corporation was cre- work or is exercising some of the functions ated." 5 Thomp. Corp. § 6670, p. 1459.
for which it was created; but transactions This distinction is discussed in an interest-collateral thereto and incidental only, aling and instructive manner in Re Alabama though they may be business, are not the & Chattanooga R. R. Co., supra. This case business referred to in the expression now arose under the bankruptcy law of 1867 (Act the subject of interpretation. March 2, 1867, c. 176, 14 Stat. 517). A rail
In People v. Roberts, 154 N. Y. 1, 47 N. E. road corporation created by the laws of the 974, the facts were very similar to those in state of Alabama and operating a railroad the case at bar. In that case the Chicago in that state and maintaining an office in the Junction Railways & Union Stockyards Comcity of New York was sought to be adjudged
pany, a foreign corporation, as relator, an involuntary bankrupt in the District sought relief from taxation under the laws Court for the Southern District of New York. of the state of New York. The court states The law gave jurisdiction when the debtor the facts and the law as follows: had “resided or carried on business for six
“The jurisdiction to tax foreign corporations months" in the judicial district. On page under chapter 542 of the Laws of 1880, as 397 of 9 Blatchf., Fed. Cas. No. 124, after amended by chapter 501 of the Laws of 1885, defining business as above quoted, the court the existence of two concurring conditions, says:
namely, that the corporation sought to be taxed "Does, then, the doing of any acts whatever shall be doing business' in this state, and, secpertaining to the affairs of a railroad corpora- ond, that its capital or some portion thereof tion constitute 'carrying on business,' in the shall have been employed within this state. sense of the act? Has the term 'carrying on
* * The relator is a corporation organized business' the same meaning as 'transacting any under the laws of New Jersey as an investment of its business'? If the necessities or interest's company with a capital of $13,000,000, and is of a railroad company require that an agent managed by a board of ten directors,' two of should be sent to a timber region to purchase or whom only are residents of the state of New otherwise procure (e. g., by cutting, sawing, etc.) York. It has an office in Jersey City where materials for its superstructure, is that carrying meetings for the election of directors are anon business there? If it send an agent or nually held, and an office in the city of New agents to a city, the center of capital, to ne
The company seems to have gotiate its bonds and raise money in aid of the been organized for the purpose of investing its construction of its road, and such agency be con- capital in the purchase of the stock and bonds of tinued for that purpose, and for receiving subse- the Union Stockyard & Transit Company, an quent remittances and making payments of in- Illinois corporation, and its whole capital' has terest or other indebtedness, at an office pro- been invested in the stock and bonds of that vided therefor, is that carrying on business in corporation. * * The relator's whole insuch city, within the meaning of the act? I come is derived from its investment in the Chiam constrained, not only by considerations als cago company. The entire business of that comready suggested, but by what, upon the words pany is done at Chicago, and its dividends are themselves, should be deemed their proper in- declared and paid in that city. The dividends terpretation, to answer these questions in the i and income of the relator, arising from the innegative. There are, in the carrying on of a vestment in the Illinois corporation, are apbusiness, many affairs which are merely inciden- plied by it to the payment of the interest and tal, and which may be, and often are, trans- principal of its obligations, the disbursements of acted elsewhere than at the place where the the New York office, and in paying dividends to business-that which is the real design and pur- its own stockholders, declared from time to time pose or object in view-is located; and such by the directors at meetings in New York. transactions may be of such frequent, or even These dividend checks are drawn upon banks daily, occurrence as to require an agency of in the city of New York and are there mailed to considerable duration. It would seem to me its stockholders, 1,500 in number. The relator greatly unjust and unreasonable to regard such keeps its bank account in that city, composed of transactions as a carrying on of business, in a portion of its dividends and income, and has the sense of the law. Carrying on business an average balance of $25,000 or $30,000 to its looks to the scheme and purpose to which such credit, and it has constituted the Bank of Comtransactions tend, and not to the incidental merce its transfer agent there." transactions themselves. Thus, the business of a The entire court held that the relator was railroad corporation is, by its charter, the con- "doing business” in New York, although on struction, maintenance, and operation of a rail the point of employing capital there the maroad. That is its business. In aid thereof, it may be necessary or expedient to employ jority held that such was not the fact. agents and agencies-since it can only act by agents-in other places than those in which its court, said:
Andrews, C. J., for the majority of the business of constructing, maintaining, and operating the road can be done. But the trans
"It may be conceded that the relator in keepactions of such agents are only collateral or ing an office in the city of New York, where it incidental. They do not, in a just sense, consti- received and disbursed its income derived from tute the business of the railroad company."
its investment in the Illinois corporation, de
positing it in bank and drawing upon the deposSee, also, Honeyman v. Colorado Fuel & it for the payment of its obligations, dividends Iron Co. (C. C.) 133 Fed. 96; People v. Feit- to its shareholders and disbursements in mainner, 77 App. Div. 189, 78 N. Y. Supp. 1017; I propriate function as an investment company,
taining its office, was doing a part of its apPavilion Co. v. Hamilton, 15 Pa. Super. Ct. and that this was doing business within this
state,' which satisfied that condition of the , but for present purposes it is enough to note statute."
that it was undoubtedly organized for the prinAnd Vann, J., in his dissenting opinion, to do, namely, to acquire the stock of the bank
cipal object of doing just what it proceeded said on the question of the corporation's "do- rupt,' and to lend it money to carry on the oping business":
eration of brickmaking under certain patents. "It was not engaged in business in the state This, in a few words, is the essential fact of of New Jersey, where it was organized, for the the present controversy, and to state it is equivelection of directors and officers is not doing alent to drawing the conclusion. The Supreme business within the meaning of the statute, but Court of Pennsylvania and the Court of Apsimply appointing agents to do business.
* peals of the Third Circuit unite in deciding Some confusion has arisen from the peculiar that, when a foreign corporation exercises its nature of its business, which was not that of charter powers in the state, it is doing busimaking, buying, or selling tangible things, or ness' therein, and that it cannot recover upon lending money, or rendering services to others, contracts made in the exercise of such powers, but was the investment of its own capital, car- unless it has complied with the provisions of ing for the investment, collecting, and dividing the Pennsylvania statutes concerning registrathe proceeds. Thus it was, so to speak, an tion and other matters.” incorporated gentleman of leisure. While an individual who simply invests his money and
On appeal to the Circuit Court of Appeals, collects the profits is not regarded as a busi- the court said (172 Fed. 310-313, 97 C. C. A. ness man, there is no escape from the fact that 144, 147): the relator was a business corporation, gaged in business in some state, and as nearly
* The proofs show the office of the every business act that it is shown to have ever company was in Reading, Pa. All of its direcdone, aside from some of the purchases of tors, with the exception of a formal Delaware stock, was done in the state of New York, Iman, were residents of Pennsylvania. Its ofthink' it was doing business in this state with ficers all resided at Reading, and did their ofin the meaning of the statute."
ficial acts there; its books and bank accounts
were kept there; its bonds were registered at A material question in Colonial Trust Co. v. Reading, and were payable there; the money Montello Brick Works, 172 Fed. 310, 97 C. C. in question was paid at Reading, and the notes A. 144, was whether the United States Brick executed there. Out of $300,000 of available Company was “doing business” in Pennsyl- 1000 were thus advanced by it in Pennsylvania
funds the Delaware Company had, about $267,vania. The case first appeared in the Dis-to the Montello Brick Works and by that comtrict Court, E. D. Pennsylvania, under the pany used in Pennsylvania in accordance with title “In re Montello Brick Works," 163 Fed. the wishes of the Delaware Company. It will 621. The certificate of the referee in the to do local Pennsylvania work. It had no pur
thus appear this company was called into being last-named case states the material facts as pose to exercise its charter power elsewhere follows:
than in that state, and it made no effort or "The United States Brick Company was in- pretense so to do. Everything it did was a corporated in Delaware. * * * The United local act and in fulfillment of the local purpose
* It is clear States Brick Company was composed almost for which it was created. * entirely of residents of Berks and surrounding that all its operations were, as they were at counties in Pennsylvania, and the greater part all times intended they should be, a doing of of its stock was held by these persons. It has business in Pennsylvania. Judged from the inan office in Wilmington, Del., which it used, to- tent of all parties concerned and finding such gether with a large number of other Delaware intent emphasized by every proven act, we are corporations, only for the purpose of holding clear that the undoubted purpose of every one annual meetings of stockholders. Under its concerned was to have this company do busicharter it purchased nearly all of the stock of ness in Pennsylvania.” the Montello Brick Works, bankrupt, and a controlling interest in the stock of several other
These cases throw light on the two points corporations in Pennsylvania and New York. whether a corporation is “carrying on busiThis was practically all of its corporate pur- ness" or "doing business," and, if so, whether poses that it exercised either in this state or it is doing so in a foreign state. in any other, unless loans of money, to be referred to later, were an exercise of its cor- See, also, the Pennsylvania Co. for Insurporate objects and purposes. * * Its ance on Lives V. Bauerle, 143 Ill. 459, 33 N. meetings of directors were held in Philadelphia E. 166; Farmers' Loan & Trust Co. v. Lake and Reading at the offices of the Montello Brick Works, the offices of the bankrupt. Its | St. El. R. Co., 173 Ill. 439, 456, 51 N. E. 55, books were in the custody of its executive of and R. I. Hospital Trust Co. v. Tax Assessors, ficers and clerks at said offices in Reading, Pa., 25 R. I. 355, 359, 55 Atl. 877. and all the clerical work on these books was done there. It deposited its moneys in the
Under the caption Flint v. Stone Tracy Co., First National and Penn National Banks and 220 U. S. 107, 31 Sup. Ct. 342, 55 L. Ed. 389. the Colonial Trust Company, all Reading banks. Ann. Cas. 1912B, 1312, known as the Corpora* * * I find, in short, that, excepting the in-tion Tax Cases, because 15 such cases were corporation of the United States Brick Company, and the signing of the deed of trust by heard together and decided by one opinion, the company at Wilmington, Del., nearly all the court very fully considered the question the things that the United States Brick Com- of what constitutes “carrying on business” or pany did were done in Pennsylvania, and these “doing of business” under the "corporation things no more than have been hereinbefore found. I do not find that the United States tax" law of the United States, approved AuBrick Company did anything in Pennsylvania, gust 5, 1909 (Act Aug. 5, 1909, c. 6, § 38, 36 excepting to obtain and exercise control of cer- Stat. 112 [U. S. Comp. St. Supp. 1911, p. 946]). tain Pennsylvania corporations, including the bankrupt, and to lend money to the corpora
As is well known, this act imposes an excise tion whose stock it owned largely or in part." | tax. The purpose of the act is thus referred McPherson, J., in deciding the case said:
to on page 145 of 220 U. S., on page 347 of “* * * The brick company has an omnibus 31 Sup. Ct. (55 L. Ed. 389, Ann. Cas. 1912B, charter, under which it can do many things; 1312):
"It is therefore apparent, giving all the words and dispose of the same. The Clark Iron Comof the statute effect, that the tax is imposed, pany was organized under the laws of Minnenot upon the franchises of the corporations ir- sota, owns and leases ore lands for the purrespective of their use in business, nor upon the pose of carrying on mining operations, and reproperty of the corporation, but upon the do-ceives a royalty depending upon the quantity of ing of corporate or insurance business."
ore mined. The Boston Wharf Company is opAnd on page 150 of 220 U. S., on page 348 of quire lands and flats, with their privileges and
erating under a charter authorizing it to ac31 Sup. Ct. (55 L. Ed. 389; Ann. Cas. 1912B, appurtenances, and to lease, manage, and im1312):
prove its property in whatever manner shall “Within the category of indirect taxation, age and wharfage for ' vessels laid at its
be deemed expedient by it, and to receive dockas shall
wharves. embraced a tax upon business done in a corpo. of the corporation tax as an excise disposes
What we have said as to the character rate capacity, which is the subject-matter of of the contention that it is direct, and therethe tax imposed in the act under consideration. fore requiring apportionment by the ConstituThe Pollock Case construed the tax there lev
tion. It remains to consider whether these ied as direct, because it was imposed upon property simply because of its ownership." In corporations are engaged in business. Busithe present case the tax is not payable unless ness' is a very comprehensive term and embracthere be a carrying on or doing of business in es everything about which a person can be emthe designated capacity, and this is made the ployed. Black's Law Dict. 158, citing People v. occasion for the tax, measured by the standard "That which occupies the time, attention and is not merely nominal, but rests upon substan- labor of men for the purpose of a livelihood or tial differences between the mere ownership of 273. We think it is clear that corporations or
: .”, . property and the actual doing of business in a ganized for the purpose of doing business, and certain way.”
actually engaged in such activities as leasing And on page 151 of 220 U.S., on page 349 of property, collecting rents, managing office build31 Sup. Ct. (55 L. Ed. 389, Ann. Cas. 1912B, ings, making investments of profits, or leasing
ore lands and collecting royalties, managing 1312), it says:
wharves, dividing profits, and in some cases in"The tax under consideration, as we have vesting the surplus, are engaged in business construed the statute, may be described as an within the meaning of this statute, and in the excise upon the particular privilege of doing capacity necessary to make such organizations business in a corporate capacity, i. e., with the subject to the law." advantages which arise from corporate or
We believe that these cases sufficiently inquasi corporate organization; or, when applied to insurance companies, for doing the business dicate the proper construction of the words of such companies. * If business is not "carrying on business" which should be foldone in the manner described in the statute, no lowed in the case at bar. As already stated, tax is payable."
the traction company's acts and activities in Several real estate corporations claimed 1912 were practically all performed in Rhode exemption from the tax. As to them, this is Island and they were done for profit. Do said:
these acts and activities constitute "carrying "It is especially objected that certain of the on business'? We think they do. They concorporations whose stockholders challenge the stitute the exercise of one of the functions
, companies, whose business is principally the which the corporation was expressly created holding and management of real estate. These to perform. That, as we have found, is the cases are No. 415, Cedar Street Company v. test of "doing business.” These activities Park Realty Company; No. 431, Percy H. Brundage v. Broadway 'Realty Company; No: were not collateral and incidental to a busi443, Phillips v. Fifty Associates; No. 446, Mitness conducted elsewhere. On the contrary, chell v. Clark Iron Company; No. 412, Wil: what the corporation has done in this state is liam H. Miner v. Corn Exchange Bank; and No. 457, Cook v. Boston Wharf Company. In the only business it has undertaken anyNo. 412, Miner v. Corn Exchange Bank, the where. It is not important that its business bank occupies a building in part and rents a activities are small so long as the business large part to tenants. Of the realty compais what the corporation was created for and nies, the Park Realty Company was organized what it is expressly authorized to conduct. to 'work, develop, sell, convey, mortgage or otherwise dispose of real estate; to lease, ex- To find otherwise would be equivalent to change, hire or otherwise acquire property; to saying that an investment or holding comerect, alter or improve buildings; to conduct, operate, manage or lease hotels, apartment hous" pany, expressly created as such, when exes, etc.; to make and carry out contracts in the ercising that function, is not doing business. manner specified concerning buildings;
That would be contrary to the authority of or otherwise deal with lands, buildings and oth the foregoing decisions. It would also be er property, real or personal, etc. At the time contrary to the provision of the tax act itthe bill was filed the business of the company self which in paragraph 2 of section 11 prorelated to the Hotel Leonori, and the bill aver-vides the method of ascertaining the "corpored that it was engaged in no other business except the management and leasing of that ho- rate excess of corporations deriving their tel. The Broadway Realty Company was form- profits principally from the holding or sale ed for the purpose of owning, holding, and of intangible property,” clearly indicating managing real estate. It owns an office building and certain securities. The office building that corporations of this character were to is let to tenants, to whom light and heat are be included as “carrying on business for furnished, and for whom janitor and similar profit." service are performed. The Fifty Associates
But certain cases have been cited by the are operating under a charter to own real estate with power to build, improve, alter, pull defendants as being contrary to the view down, and rebuild, and to manage, exchange, above announced, and we will consider them