TAXATION OF NATIONAL BANKS. COURT OF APPEALS, NEW YORK. PEOPLE ex rel. TRADESMEN NATIONAL BANK V. COM- In assessing shares of stock in National banks in New York, A Hugh L. Cole, for appellant. MILLER, J. The relator claims relief upon the ground that the commissioners of taxes and assessments did not obey the mandate of the statute in making the proper deduction from the value of each share of the capital stock of the bank as the law required. The capital of the bank was $1,000,000, and was represented by 25,000 shares at $40 a share. The commissioners valued the shares at $56 each, and assessed the real estate at $200,000, making the total value of the capital stock, including the real estate, $1,400,000. They deducted from the value of each share $8, being the one-seventh, or the proportion which the real estate bore to the whole amount of the capital stock, including the real estate, making the entire assessment upon the shares $1,200,000. It is urged that this deduction was erroneous, and that instead thereof one-fifth of the value of each share, $11.20, should have been deducted, thus reducing the value of each share to $44.80 in the place of $48, the amount of the actual assessment, and making a difference of $80,000 in total amount of the taxable property assessed. The statute under which the commissioners acted (chap. 761, Laws of 1866, § 1) declares, that the stockholders of any bank "shall be assessed and taxed on the value of their shares of the stock therein" **** "but not at a greater rate than is assessed on other moneyed capital in the hands of individuals in this State. And in making such assessment there shall also be deducted from the value of such shares such sum as is in the same proportion to such value as is the assessed value of the real estate of the bank * * * * to the whole amount of the capital stock of the said bank," etc. The evident object and purpose of the act from which the foregoing provision is cited, was to provide a system of taxation of the stockholders of National banks by which they should be assessed for their shares in the same method and bear the same burthens as are assessed upon other property, and thus be compelled to pay their fair and just proportion of taxes to be levied. The clause in the section cited, to the effect that they were not to be assessed at a greater rate than other moneyed capital, clearly meant that they should be assessed as much and to the same extent and not a less rate than assessments are imposed upon individual owners of such capital according to law. They were to be assessed, as the act provides, on the value of their shares, meaning the market value or the price which such shares would bring without regard to the value of the real estate which was to be assessed separately. When the assessors had fixed upon the value of such shares then the deduction was to be made from the value of the shares of the real estate, and here the real point of the controversy is presented as to what that deduction shall be. It is to be proportionate and as the assessed value of the real estate is to the capital stock. The phraseology last employed must be considered in the connection with the "value of the shares" which have previously been inserted in the statute, and when the statute speaks of the "whole amount of the capital stock," it is reasonable to suppose that it had reference to its fair value and not to the nominal amount of the capital. It certainly includes the value as that constitutes the actual amount, and the important element which was to be taken into consideration in the assessment of the shares. The words last cited, as expressed in the section cited, include evidently every part of the assets of the bank from which income is derived and from which the dividends earned are to be paid. This clearly comprehends the surplus on hand as well as any other investment which constitutes a portion of the capital. These sources of income represent the capital and form a material part of it, which is liable to be assessed as the act directs. The assessors are to consider every thing which gives value to the shares in fixing the basis of assessment. The People ex rel. Gallatin Bank v. Commissioners, etc., 67 N. Y. 516. Such being the principle upon which the assessment is based it is not apparent in what manner a deduction can be made from the value of the shares in proportion to the nominal capital instead of the real capital according to its value. The word "nominal" is not used, and while the amount of the capital may be nominal it may also, when it has increased in value by profits earned, be far beyond that. And when it has thus become actually more valuable than the nominal amount, there is no valid ground for holding that the latter sum should be the criterion. In fact the language cited would seem to indicate that it was intended by the Legislature to exclude any such construction. In support of the construction placed upon the statute in question it may be observed that it tends to carry out the apparent intention of the law-makers to fix a fair and just valuation upon property of this description, while a contrary rule would operate unjustly and render a uniformity of assessment almost out of the question. No rule appears to be more equitable, rational and fair, than to assess the shares of bank stocks at their value, and then make the deduction in proportion to the real capital, as we think the statute authorizes. If it were otherwise, banking institutions which had been prosperous and successful and whose shares had been raised far above the par value might escape taxation upon a large portion of the amount of their capital, while those which had been unfortunate and reduced in value might be taxed upon a far greater amount than their entire capital, upon entirely a fictitious basis of value, and upon property which in fact had no existence. This clearly never was intended, and the rule applicable to the construction of statutes does not require such a strict interpretation of the law as will frustrate its design and completely pervert the object of the law-makers. shareholders; whereas, if it refuses to pay these taxes, it will impair its credit, embarrass its business, and expose itself to vexatious and expensive suits, and entail upon itself irremediable injuries in resisting the illegal exactions made upon it. Hence, in view of the probable consequences, I have reached the conclusion that the complainant, in its corporate capacity, is entitled to a standing in this court, and to relief, and I shall, therefore, authorize a decree permitting complainant to pay to the defendant, or into the registry of the court, forty per cent of the amount of the tax assessed against its shareholders, in accordance with its tender heretofore made, and, on this being done, an injunction be issued per MERCHANTS' NATIONAL BANK OF TOLEDO V. CUMMING. at suit of bank. The shares of stock of a National bank were taxed at their full value, while other property was assessed at from thirty to forty per cent of its real value. Held, that the discrimination was illegal and unjust, and that the bank was a proper party to maintain a bill to restrain the collection of the tax beyond the proportion assessed on other property. ACTION by the Merchants' National Bank of To ledo against Cumming, collector of taxes, to restrain him from collecting a tax assessed for the year 1876 on the shares of stock of plaintiff's bank. The late Judge Emmons of the same circuit, before his death, granted a preliminary injunction. Judge Raney and Wager Swayne, of Toledo, for plaintiffs. Judge Griswold and F. K. Hamlin, for respondent. BAXTER, Circuit Judge, made the following memorandum: * There were several points presented and urged in the argument of this case, on hearing which, in the view I will be decreed against defendant, to be paid out of the money to be realized under decree hereinbefore authorized. USURY BY NATIONAL BANKS. SUPREME COURT OF PENNSYLVANIA, 1878. CAKE V. THE FIRST NATIONAL BANK OF LEBANON. Renewal notes- acceptance of-set-off for usury. Whether other notes have been accepted by a bank in renewal of notes sued on is a question for the jury. Where there has been a series of renewal notes given for the continuation of the same original loan, a taint of usury in the first transaction follows down through the whole, and in an action by a National bank on the last of the series, the borrower is entitled to credit for all the interest he has paid from the beginning. have taken of it, need not be discussed here. Suffice A it to say that, from the pleadings and proofs, it very satisfactorily appears that complainant's capital stock was assessed for the year 1876 at its full value, while all other property was assessed at from thirty to forty per cent only of its real value, and that, by reason of this unequal assessment, complainant's capital stock was in the bands of its shareholders onerated with an undue proportion of the public taxes. It is not important to inquire into the methods leading to such a result. Whether from inadvertence or design, the consequences are the same to the complainant. It is an injustice that contravenes the Constitution of Ohio, as well as the provisions of the National Banking Law, and a wrong which the courts may, when their powers are properly invoked, take cognizance of to redress. But the defendant insists that the wrong complained of is a wrong to complainant's shareholders, against whom the tax was assessed, and not against the complainant. This objection seemed, on first impression, to have been well taken, but further reflection induces the belief that it involves the rights of complainant as well as the rights of its corporators. Between the two there is an intimate connection; the legal entity-the corporation-is distinct from the shareholders, but the former is a trustee for the latter, and custodian of corporate funds; and if it shall pay the taxes so assessed, and assume to deduct the same from dividends declared, or to be hereafter declared in favor of its shareholders, it may, and the averment is that it will, subject itself to a multiplicity of suits with its own The clerk of the court, in a letter to the Editor, under date of April 15, 1878, says: "There was no written opinion in the case other than the memorandum herewith inclosed." CTION against the defendant as an accommodation indorser of a draft and a note, discounted by the plaintiff, a National bank, for the maker, Stine. Sharp & Alleman, for plaintiff in error. A. L. Smith, for defendant in error. SHARSWOOD, J. We think the first, third, fourth and fifth assignments of errors must be sustained, but not the second. The defendant below was accommodation indorser for Stine on two notes, which had been discounted by the bank, and being unpaid at maturity were duly protested. Stine procured Cake to indorse renewal notes, and sent them to the bank, who retained them until at least one of them had fallen due, and then informed Stine that they had not accepted them. No notice of non-payment was given Cake on these notes. This suit was instituted on the first notes. It is the very case of Hart v. Boller, 15 S. & R. 162, in which this court held that it was error to take from the jury the question whether the renewal notes were accepted in payment. We think, too, that Overholt v. The National Bank of Mt. Pleasant, 1 Norris, 490, is directly in point on the question raised as to the usurious interest received by the bank. It was there decided that where there has been a series of renewal notes given for the continuation of the same original loan, the taint of usury in the first transaction follows down the descent through the whole line, and when therefore a National bank sues to recover its debt on the last of the series of renewal notes, the borrower is entitled to credit for all interest he has paid from the beginning on the loan, and not merely to the excess above the lawfuf rate. Judgment reversed, and venire facias de novo awarded. CONSTITUTIONALITY OF EXEMPTION LAWS. SUPREME COURT OF THE UNITED STATES, OCTOBER TERM, 1877. EDWARDS, Plaintiff in error, v. KEARZY. The remedy subsisting in a State when and where a contract is made, and is to be performed, is a part of its obligation, and any subsequent law of the State which so affects that remedy as substantially to impair and lessen the value of the contract is forbidden by the Constitution, and is therefore void. Accordingly a law of North Carolina exempting personal property and a homestead of a debtor from sale under execution, held invalid as to debts contracted before its enactment. error to the Supreme Court of the State of North Carton to 1018 acts appear in the opinion. Mr. Justice SWAYNE delivered the opinion of the court. The Constitution of North Carolina of 1868 took effect on the 24th of April in that year. Sections 1 and 2 of article X declare that personal property of any resident of the State, of the value of five hundred dollars, to be selected by such resident, shall be exempt from sale under execution or other final process issued for the collection of any debt; and that every homestead and the buildings used therewith, not exceeding in value one thousand dollars, to be selected by the owner, or in lieu thereof, at the option of the owner, any lot in a city, town, or village, with the buildings used thereon, owned and occupied by any resident of the State, and not exceeding in value one thousand dollars, shall be exempt in like manner from sale for the collection of any debt under final process. On the 22d of August, 1868, the Legislature passed an act which prescribed the mode of laying off the homestead and setting off the personal property so exempted by the Constitution. On the 7th of April, 1869, another act was passed, which repealed the prior act and prescribed a different mode of doing what the prior act provided for. This latter act has not been repealed or modified. Three several judgments were recovered against the defendant in error-one on the 15th of December, 1868, upon a bond dated the 25th of September, 1865; another on the 10th of October, 1868, upon a bond dated February 27, 1866; and the third on the 7th of January, 1868, for a debt due prior to that time. Two of these judgments were docketed and became liens upon the premises in controversy on the 16th of December, 1868. The other one was docketed and became such lien on the 18th of January, 1869. When the debts were contracted for which the judgments were rendered the exemption laws in force were the acts of January 1, 1854, and of February 16, 1859. The firstnamed act exempted certain enumerated articles of inconsiderable value and "such other property as the freeholders appointed for that purpose might deem necessary for the comfort and support of the debtor's family, not exceeding in value fifty dollars at cash valuation." By the act of 1859 the exemption was extended to fifty acres of land in the county or two acres in a town, of not greater value than five hundred dollars. On the 22d of January, 1869, the premises in controversy were duly set off to the defendant in error as a homestead. He had no other real estate, and the premises did not exceed a thousand dollars in value. On the 6th of March, 1869, the sheriff, under executions issued on the judgments, sold the premises to the plaintiff in error, and thereafter executed to him a deed in due form. The regularity of the sale is not contested. The act of August 22, 1868, was then in force. The acts of 1854 and 1859 had been repealed. Wilson v. Sparks, 72 N. C. 211. No point is made upon these acts by the counsel upon either side. We shall, therefore, pass them by without further remark. The plaintiff in error brought this action in the Superior Court of Granville county to recover possession of the premises so sold and conveyed to him. That court adjudged that the exemption created by the Constitution and the act of 1868 protected the property from liability under the judgments, and that the sale and conveyance by the sheriff were, therefore, void. Judgment was given accordingly. The Supreme Court of the State affirmed the judgment. The plaintiff in error thereupon brought the case here for review. The only Federal question presented by the record is, whether the exemption was valid as regards contracts made before the adoption of the Constitution of 1868. The counsel for the plaintiff in error insists upon the negative of this proposition. The counsel upon the other side, frankly conceding several minor points, maintains the affirmative views. Our remarks will be confined to this subject. 66 * The Constitution of the United States declares that no State shall pass any * * law impairing the obligation of contracts." A contract is the agreement of minds, upon a sufficient consideration, that something specified shall be done, or shall not be done. The lexical definition of impair is "to make worse; to diminish in quantity, value, excellence, or strength; to lessen in power; to weaken; to enfeeble; to deteriorate."-Webster's Dict. Obligation is defined to be "the act of obliging or binding; that which obligates; the binding power of a vow, promise, oath, or contract," etc.-Idem. "The word is derived from the Latin word obligatio, tying up; and that from the verb obligo, to bind or tie up; to engage by the ties of a promise or oath or form of law; and obligo is compounded of the verb ligo, to tie or bind fast, and the preposition ob, which is prefixed to increase its meaning." Blair v. Williams and Lapsley v. Brashears, 4 Littel, 65. The obligation of a contract includes every thing within its obligatory scope. Among these elements nothing is more important than the means of enforcement. This is the breath of its vital existence. Without it the contract, as such, in the view of the law, ceases to be and falls into the class of those "imperfect obligations," as they are termed, which depend for their fulfillment upon the will and conscience of those upon whom they rest. The ideas of right and remedy are inseparable. "Want of right and want of remedy are the same thing." 1 Bac. Abr., tit. Actions in General, letter B. In Von Hoffman v. Quincy, 4 Wall. 552, it was said: "A statute of frauds embracing pre-existing parol contracts not before required to be in writing would affect its validity. A statute declaring that the word ton should, in prior as well as subsequent contracts, be held to mean half or double the weight before prescribed, would affect its construction. A statute providing that a previous contract of indebtment may be extinguished by a process of bankruptcy, would involve its discharge, and a statute forbidding the sale of any of the debtor's property, under a judgment upon such a contract, would relate to the remedy." . It cannot be doubted, either upon principle or authority, that each of such laws would violate the obligation of the contract, and the last not less than the first. These propositions seem to us too clear to require discussion. It is also the settled doctrine of this court that the laws which subsist at the time and place of making a contract enter into and form a part of it as if they were expressly referred to or incorporated in its terms. This rule embraces alike those which affect its validity, construction, discharge, and enforcement. Von Hoffman v. Quincy, supra; McCracken v. Hayward, 2 How. 612. In Greene v. Biddle, 8 Wheat. 92, this court said, touching the point here under consideration: "It is no answer that the acts of Kentucky now in question are regulations of the remedy and not of the right to the lands. If these acts so change the nature and extent of existing remedies as materially to impair the rights and interests of the owner, they are just as much a violation of the compact as if they overturned his rights and interests." "One of the tests that a contract has been impaired is that its value has by legislation been diminished. It is not by the Constitution to be impaired at all. This is not a question of degree or manner or cause, but of encroaching in any respect on its obligation - dispensing with any part of its force." Planters' Bank v. Sharp et al., 6 How. 327. It is to be understood that the encroachment thus denounced must be material. If it be not material it will be regarded as of no account. These rules are axioms in the jurisprudence of this court. We think they rest upon a solid foundation. Do they not cover this case? and are they not decisive of the question before us? We will, however, further examine the subject. It is the established law of North Carolina that stay laws are void, because they are in conflict with the National Constitution. Jacobs v. Smallwood, 63 N. C. 112; Jones v. Crittenden, 1 Car. Law, 385; Barnes v. Barnes, 8 Jones, 366. This ruling is clearly correct. Such laws change a term of the contract by postponing the time of payment. This impairs its obligation by making it less valuable to the creditor. But it does this solely by operating on the remedy. The contract is not otherwise touched by the offending law. Let us suppose a case. A party recovers two judgments -one against A, the other against Beach for the sum of fifteen hundred dollars upon a promissory note. Each debtor has property worth the amount of the judgment and no more. The Legislature thereafter passes a law declaring that all past and future judgments shall be collected "in four equal annual installments." At the same time another law is passed which exempts from execution the debtor's property to the amount of fifteen hundred dollars. The court holds the former law void and the latter valid. Is not such a result a legal solecism? Can the two judgments be reconciled? One law postpones the remedy, the other destroys it-except in the contingency that the debtor shall acquire more property-a thing that may not occur, and that cannot occur if he die before the acquisition is made. Both laws involve the same principle and rest on the same basis. They must stand or fall together. The concession that the former is invalid cuts away the foundation from under the latter. If a State may stay the remedy for one fixed period, however short, it may for another, however long. And if it may exempt property to the amount here in question, it may do so to any amount. This, as regards the mode of impairment we are considering, would annul the inhibition of the Constitution, and set at naught the salutary restriction it was intended to impose. The power to tax involves the power to destroy McCulloch v. Maryland, 4 Wheat. 430. The power to modify at discretion the remedial part of a contract is the same thing. But it is said that imprisonment for debt may be abolished in all cases, and that the time prescribed by a statute of limitations may be abridged. Imprisonment for debt is a relic of ancient barbarism. Cooper's Justinian, 658; 12 Tables, Tab. 3. It has descended with the stream of time. It is punishment, rather than a remedy. It is right for fraud, but wrong for misfortune. It breaks the spirit of the honest debtor, destroys his credit, which is a form of capital, and dooms him, while it lasts, to helpless idleWhere there is no fraud it is the opposite of a remedy. Every right-minded man must rejoice when such a blot is removed from the statute book. ness. (But upon the power of a State, even in this class of cases, see the strong dissenting opinion of Washington, J., in Mason v. Hale, 12 Wheat. 370.) Statutes of limitation are statutes of repose. They are necessary to the welfare of society. The lapse of time constantly carries with it the means of proof. The public as well as individuals are interested in the principle upon which they proceed. They do not impair the remedy, but only require its application within the time specified. If the period limited be unreasonably short and designed to defeat the remedy upon pre-existing contracts, which was part of their obligation, we should pronounce the statute void. Otherwise we should abdicate the performance of one of our most important duties. The obligation of a contract cannot be substantially impaired in any way by a State law. This restriction is beneficial to those whom it restrains, as well as to others. No community can have any higher public interest than in the faithful performance of contracts and the honest administration of justice. The inhibition of the Constitution is wholly prospective. The States may legislate as to contracts thereafter made as they may see fit. It is only those in existence when the hostile law is passed that are protected from its effect. In Bronson v. Kenzie, 1 How. 311, the subject of exemptions was touched upon, but not discussed. There a mortgage had been executed in Illinois. Subsequently the Legislature passed a law giving the mortgagor a year to redeem, after sale under a decree, and requiring the land to be appraised, and not to be sold for less than two-thirds of the appraised value. The law was held to be void in both particulars as to pre-existing contracts. What is said as to exemptions is entirely obiter, but coming from so high a source, it is entitled to the most respectful consideration. The court, speaking through Chief Justice Taney, said: A State "may, if it thinks proper, direct that the necessary implements of agriculture, or the tools of the mechanic, or articles of necessity in household furniture, shall, like wearing apparel, not be liable to execution on judgments. Regulations of this description have always been considered in every civilized community as properly belonging to the remedy, to be executed or not by every sovereignty, according to its own views of policy and humanity." He quotes with approbation the passage which we have quoted from Greene v. Biddle. To guard against possible misconstruction, he is careful to say further: "Whatever belongs merely to the remedy may be altered according to the will of the State, provided the alteration does not impair the obligation of the contract. But if that effect is produced, it is immaterial whether it is done by acting on the remedy, or directly on the contract itself. In either case it is prohibited by the Constitution. The learned Chief Justice seems to have had in his mind the maxim “de minimis," etc. Upon no other ground can any exemption be justified. Policy and humanity" are dangerous guides in the discussion of a legal proposition. He who follows them far is apt to bring back the means of error and delusion. The prohibition contains no qualification, and we have no judicial authority to interpolate any. Our duty is simply to execute it. Where the facts are undisputed, it is always the duty of the court to pronounce the legal result. Merchants' Bank v. The State Bank, 10 Wall. 604. Here there is no question of legislative discretion involved. With the constitutional prohibition, even as expounded by the late Chief Justice, before us on one hand, and on the other the State Constitution of 1868, and the laws passed to carry out its provisions, we cannot hesitate to hold that both the latter do seriously impair the obligation of the several contracts here in question. We say, as was said in Gunn v. Barry, 15 Wall. 622, that no one can cast his eyes upon the new exemptions thus created without being at once struck with their excessive character and hence their fatal magnitude. The claim for the retrospective efficacy of the Constitution or the laws cannot be supported. Their validity as to contracts subsequently made admits of no doubt. Bronson v. Kenzie, supra. The history of the National Constitution throws a strong light upon this subject. Between the close of the war of the revolution and the adoption of that instrument, unprecedented pecuniary distress existed throughout the country. "The discontents and uneasiness, arising in a great measure from the embarrassment in which a great number of individuals were involved, continued to become more extensive. "At length two great parties were formed in every State, which were distinctly marked, and which pursued distinct objects with systematic arrangement. 5 Marshall's Life of Washington, 75. One party sought to maintain the inviolability of contracts, the other to impair or destroy them. "The emission of paper money, the delay of legal proceedings, and the suspension of the collection of taxes, were the fruits of the rule of the latter whereever they were completely dominaut." Ib. * "The system called justice was, in some of the States, iniquity reduced to elementary principles." *** In some of the States creditors were treated as outlaws. Bankrupts were armed with legal authority to be persecutors, and by the shock of all confidence society was shaken to its foundations." Fisher Ames' Works (ed. of 1859), p. 120. "Evidences of acknowledged claims on the public would not command in the market more than one-fifth of their nominal value. The bonds of solvent men, payable at no very distant day, could not be negotiated but at a discount of thirty, forty, or fifty per cent per annum. Landed property would rarely command any price and sales of the most common articles for ready money could only be made at enormous and ruinous depreciation. "State Legislatures, in too many instances, yielded to the necessities of their constituents and passed laws by which creditors were compelled to wait for the payment of their just demands on the tender of security or to take property at a valuation, or paper money falsely purporting to be the representative of specie." Ramsey's Hist. U. S. 77. "The effects of these laws interfering between debtors and creditors were extensive. They destroyed public credit and confidence between man and man, injured the morals of the people, and in many instances insured and aggravated the ruin of the unfortunate debtors, for whose temporary relief they were brought forward." 2 Ramsey's Hist. S. C. 429. Besides the large issue of continental money, nearly all the States issued their own bills of credit. In many instances the amount was very large. 2 Phillips' Hist. Amer. Paper Money, 29. The depreciation of both became enormous. Only one per cent of the "continental money was assumed by the new government. Nothing more was ever paid upon it. Act of August 4, 1790, § 4, 1 Stat. 140; 2 Phillips' Hist. American Paper Currency, 194. It is needless to trace the history of the emissions by the States. The treaty of peace with Great Britain declared that "the creditors on either side shall meet with no lawful impediment to the recovery of the full amount in sterling money of all bona fide debts heretofore contracted." The British minister complained earnestly to the American Secretary of State of violations of this guaranty. Twenty-two instances of laws in conflict with it in different States were specifically named. 1 Amer. State Papers, 195, 196, 199, and 237. In South Carolina "laws were passed in which property of every kind was made a legal tender in payment of debts, although payable according to contract in gold and silver. Other laws installed the debt, so that of sums already due only a third, and afterward only a fifth, was securable in law." 2 Ramsey's Hist. S. C., Ib. Many other States passed laws of a similar character. The obligation of the contract was as often invaded after judgment as before. The attacks were quite as common and effective in one way as in the other. To meet these evils in their various phases the National Constitution declared that "no State should emit bills of credit, make any thing but gold and silver coin a legal tender in payment of debts, or pass any law * * impairing the obligation of contracts." All these provisions grew out of previous abuses. 2 Curtis' Hist. of the Const. 366. See, also, the Federalist, Nos. 7 and 44. In the number last mentioned Mr. Madison said that such laws were not only forbidden by the Constitution, but were contrary to the first principles of the social compact and to every principle of sound legislation." The treatment of the malady was severe, but the cure was complete. "No sooner did the new government begin its auspicious course than order seemed to arise out of confusion. Commerce and industry awoke and were cheerful at their labors, for credit and confidence awoke with them. Everywhere was the appearance of prosperity, and the only fear was that its progress was too rapid to consist with the purity and simplicity of ancient manners."-Ames' Sup. 122. "Public credit was reanimated. The owners of |