¶1I dissent. Accepting the statement of facts as made by Mr. Justice Kellogg, it seems to me that the defendants are brought squarely within the letter and spirit of the statute. Section 270 of the Tax Law provides that “There is hereby imposed and shall immediately accrue and be collected a tax, as herein provided, on all sales, or agreements to sell, or memoranda of sales of stock, and upon any and all deliveries or transfers of shares or certificates of stock, in any domestic or foreign association, company or corporation, made after the first day of June, nineteen hundred and five, whether made upon or shown by the books of the association, company or corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of sale or transfer, whether intermediate or final, and whether investing the holder with the beneficial interest in or legal title to said stock, or merely with the possession or use thereof for any purpose, or to secure the future payment of money, or the future transfer of any stock, on each hundred dollars of face value or fraction thereof, two cents,” etc. (Consol. Laws, chap. 60 [Laws of 1909, chap. 62], § 270, as amd. by Laws of 1912, chap. 292; since amd. by Laws of 1913, chap. 779.) It is difficult to understand how language could be more comprehensive for the purpose of reaching transfers of stock. This is a revenue measure, designed to give the State an income from the privilege of transferring stocks of corporations within this State. The Canadian Pacific Railway Company, in increasing its capital stock by $60,000,000, was obliged to give its stockholders the privilege of purchasing this stock, and this was done by permitting each stockholder to purchase his portion of the stock at $175 per share, the payments being deferred. There were some limitations on the holders of these new shares; they were not to have all of the privileges of stockholders until the final payments, but in the meantime they were given intermediate certificates which entitled them to receive seven per cent interest upon the portion paid in, together with the right of making the final payments and receiving the final certificates. These intermediate certificates were stock certificates; they were transferable, and *857gave to the holder the rights of a stockholder upon the performance of the conditions. The fact that they did not immediately invest the holder with all of the privileges of the old certificates is of no importance; each of these certificates was “a paper or agreement or memorandum or other evidence of sale or transfer” intermediate to the final certificates, and it was designed to secure the “ future transfer of any stock ” which might have been secured to the holder thereof. These intermediate certificates are not uncommon; they are very generally used in reorganizations and consolidations, pending the final arrangements, and it was clearly the purpose of the statute to provide for these the same as though they were final certificates. These intermediate certificates, while temporarily denying some of the privileges of stockholders, must ripen into full privileges upon the performance of the conditions, and, if these were permitted to be transferred without the payment of the tax, a wide field for fraud upon the revenues would be opened up. The general investor pays little attention to his privileges as a stockholder; he is interested in the income, and he would be entitled to this upon his intermediate certificate as completely as though he had the formal and final certificates, and it ought not to be held that the transfer of these valuable rights can be made free of taxation while certificates of stock of less prosperous corporations are taxed for the same privilege.
¶2In the case of Boston & Albany R. R. Co. v. Commonwealth (157 Mass. 68) the question involved was whether an increase in the capital stock of the railroad company, which was not paid in and which was not due to be paid in for some time after the assessment, could be made the basis of an assessment upon the property of the railroad, and it was held that it could not. But this was a question of a property tax, and obviously it was improper to charge the railroad with the ownership of property which was not in the possession of the corporation and would not be until the following year. Here the tax is laid upon the privilege of transferring the stock or certificates based not upon the value but upon each $100 of face value, whether the real value was more or less. It is an excise tax, and the case is fairly within the letter of the statute which seeks to compel payment for the privileges afforded by *858the State in the transaction of business. (Nicol v. Ames, 173 U. S. 509.)
¶3Judgment should be entered in favor of the plaintiff, with costs and disbursements to be taxed.
¶4Lyon, J., concurred.
¶5Judgment directed for the ’defendants, with costs and disbursements to be taxed.