in no

between the charter of a corporation and any other act of legislation. If a statute lay no obligation on the state to do, or to refrain from doing, a particular thing, or one or more particular things, such enactment seems to me to be a pure act of legislation and sense a contract:" 31 N. J. L. (2 Vroom) 580. And COOLEY, J., in reviewing the cases in the Supreme Court of the United States, from New Jersey v. Wilson, 7 Cranch, to McGee v. Mathias, 4 Wall., says, "It is not very clear that the Supreme Court of the United States has ever, at any time, expressly declared the right of a state to grant away the sovereign power of taxation" 19 Mich. 282, s. P. Iron City Bank v. Pittsburgh, 37 Penn. St. 304. The court in Pennsylvania say, "Revenue is essential to government as food to individuals; to sell it is to commit suicide" 30 Penn. St. 9.

(d) Limitations on the Doctrine, that exemption from taxation in a charter is a Contract.-The courts which adhere to the doctrine have guarded it with many limitations. While, as a general rule, in the interpretation of a charter, the question is, what was the intention of the legislature, when applied to exemptions from taxation, it is said the intention must appear by clear, express and unequivocal words. The relinquishment of the power of taxation will never be presumed. Those who claim that it has been relinquished as to certain property or franchises, must show it by express grant, in explicit terms, not by implication, or doubtful intendment: Phila. & Wilmington Railroad Co. v. Maryland, 10 How. 393 (Cond. U. S. 427); Jefferson Branch Bank v. Skelly, 1 Black 447-8; Gilman v. Sheboygan, 2 Id. 513; Pacific Railroad Co. v. Cass Co., 53 Mo. 17; North Mo. Railroad et al. v. Maguire, 49 Mo. 490; Biscoe v. Coulter, 18 Ark. 423. This rule of construction is universally received, and is applied so freely as sometimes almost to do away with the original doctrine. Where a bank was chartered and its charter was silent as to taxation, the power of the state to impose a tax on the bank after that time was sustained: Providence Bank v. Billings, 4 Pet. 514 (Cond. U. S. 171). A railroad was chartered to run through Pennsylvania and other states; it was to pay a bonus to the state of $10,000 annually, and the stock of the company, equal to the cost of construction, to be subject to taxation as other property of the kind in the state. Subsequently a general tax was laid by the state on all transportation companies. It was held the railroad was not

exempt from the general tax: Erie Railroad Co. v. Commonwealth, 66 Penn. St. 84; s. P. Bank of Easton v. Commonwealth, 10 Penn. St. (10 Barr) 442; Wanderer v. Lexington, 15 B. Monroe 258. In the first case, SHARSWOOD, J., said: "It is not pretended that there is any express release of legislative power, but it is contended that, as the company have agreed to pay, and the state to accept, there seems, it is necessarily implied, that no more shall be exacted. So it might well be argued if any special taxation was imposed upon this company; for that would be to require an additional price beyond the terms of the contract. But the question, whether they shall be subject to a general tax upon all railroad and transportation companies in the Commonwealth, is an entirely different one." The principle is often illustrated by that of a person who buys land from the Commonwealth at a fixed price; it is implied that he shall not be called on to pay more, but not that his land shall not be subject to taxation. So of the corporation, it is implied that the bonus paid for the franchise shall not be increased; but there is no implication that the property of the artificial person created by the charter shall not be subject to taxation as other property of the same kind in the state. But where the legislature have exercised the taxing power in a specified manner by a special tax on all the property of a corporation, and have intimated no design to subject it to further burdens, its property will be exempt from taxes imposed by general laws: N. Y. & Erie Railroad Co. v. Sabin, 26 Penn. St. 242.

A charter of a corporation contained a guaranty against repeal and alteration, but no grant against immunity from taxation. It claimed to be exempt from taxation, because it was not subject to taxation at the date of its charter, and a subsequent tax law was an alteration of their charter. It was held liable: St. Louis v. Boatmen's Ins. & Trust Co., 47 Mo. 155, the court using this language: "A law which seeks to deprive the legislature of the power to tax must be so clear, explicit and determinate, that there can be neither doubt nor controversy about its terms or the consideration which renders it binding. Every presumption will be made against its surrender, as the power was committed by the people to the government to be exercised and not to be alienated." The charter of a bank provides that its capital stock or profits shall not be taxed by any municipal corporation, without authority first had from the legislature; afterwards the legislature authorized

the town of Chester, in which bank was, to tax "all stocks of every kind." Bank was not liable to be taxed by the town; statute must be so construed as not to tax twice: Bank of Chester v. Chester, 10 Richard. (Law) 104.

The legislature of Missouri declared that upon payment of certain fees, to go to the Insurance Department, by the insurance companies, the payment should be in lieu of all taxes, fees and licenses whatever, collected for the benefit of the state, but remain subject to existing laws, as to county and municipal purposes. The Life Association of America owned property worth $294,000; it had paid fees under this law amounting to $150. The company claimed to be exempt from any further tax to the state, and it was attempted to be brought within the principle of Illinois Central Railroad v. McLean County, 17 Ill. 29, 30 Id. 140, where sums of money were paid and burdens assumed in lieu of all other taxes. But the court thought the claim was rather in the nature of an exemption, similar to City of Zanesville v. Richards, 5 Ohio 589, than a commutation. The intention to exempt the company not being clear, it was held liable for state taxes on its property: Life Association of America v. Board of Assessors of St. Louis Co., 49 Mo. 520; as to surrender of taxing power not presumed, see also Bank of St. Louis v. Manufacturers' Savings Bank, 49 Mo. 575. WAGNER, J.: "It is incredible that the legislature intended that taxes on hundreds of thousands of dollars, which may come into the hands of wealthy corporations, should be commuted for the yearly payment of $150 or $200 in official fees."

(e) No consideration for Exemption, it may be repealed.—It would seem proper, if the charter of incorporation is a contract, that the principles that apply to other contracts should apply to that. And should it appear that there was no consideration for the contract, it would be binding only during the pleasure of the parties to the contract. Accordingly we find that when the legislature of Pennsylvania, in 1833, enacted "that the real property, including ground-rents, now belonging and payable to Christ Church Hospital, in the city of Philadelphia, so long as the same. shall continue to belong to the said hospital, shall be and remain free from taxes," and in 1851 they enacted that all property belonging to corporations or associations should be taxed as other property, and repealed all laws exempting such property, it was held the repeal was valid; the first act was not a contract, it was a

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spontaneous concession of the legislature, and no service or duty or other remunerative condition was imposed on the corporation. It is a privilege that from the nature of it exists bene placitum and may be revoked at the pleasure of the sovereign: Rector of Christ Church, Phila., v. County of Phila., 24 How. 300, CAMPBELL, J.; Commonwealth v. Bird, 12 Mass. 442; Alexander v. Wellington, 2 Russ. & My. 35; People v. Com'r of Taxes, 47 N. Y. 503–4. Subsequent cases in the Supreme Court of the United States would seem to have overruled these authorities; the reasoning of the court certainly is in conflict with former cases. The legislature of Missouri, for the purpose of establishing a charitable institution, and enabling the parties engaged in it more fully and effectually to accomplish their laudable purpose, chartered the Home of the Friendless, and exempted its property from taxation. Subsequently a tax was imposed on its property. The tax was held void; the exemption in the charter was a contract: Home of the Friendless v. Rowse, 8 Wall. 430. The same principle was applied to a literary institution, chartered a few days after: Washington University v. Rowse, 8 Wall. 439. We are not disposed to question the authority of these cases; it may be that the benefit to accrue to the state, in having the unfortunate cared for by the corporation in the first case, and the benefit in the increased advantages of education secured to the people of the state, in the second case, are ample considerations to induce the legislature to grant to the corporators who should invest their money in the enterprise, a charter with the privilege of having its property exempt from taxation, and this privilege would be one of the franchises of the corporation. And in this sense, the language of DAVIS, J., in the first case, "that there is no necessity of looking for the consideration for a legislative contract outside the objects for which the corporation was created" (8 Wall. 437), is correct. But, as to his language in a subsequent part of the same opinion, that it has been -settled by repeated adjudications of that court that the legislature can grant away the power of taxation, "and that it is equally well settled that the exemption is presumed to be on sufficient consideration, and binds the state if the charter containing it is accepted" (8 Wall. 438), it is submitted is not only not supported by the authorities quoted by him, but was not required by the case under consideration, and is mere obiter dicta.

In New Jersey v. Wilson, 7 Cranch 164 (Cond. U. S. 498), the

consideration of an exemption was the cession of the Indian title to a valuable tract of land; the exemption was but a part of the purchase price of land ceded to the state. Gordon v. Appeal Tax Court, 3 Howard 133, was a bank charter, and the bonus paid the state was the consideration for granting a charter containing exemption from taxation. The cases in 16 How. and 18 How. (Piqua Bank v. Knoop, 16 How. 369; Ohio Life & Trust Co., Id. 416; Dodge v. Woolsey, 18 Id. 331; Mechanics' & Traders' Bank v. Thomas, Id. 384; Same v. Debolt, Id. 380), were all cases under the Banking Act of Ohio, where a special tax was agreed to be paid by the corporators for their charter, which contained an exemption from all further taxation. McGee v. Mathias, 4 Wall. 143, was a case where the state owned lands subject to overflow, and in order to promote the drainage and sale of the lands, passed a law exempting them from taxation for ten years, and issued scrip receivable in payment for their lands; the exemption here was a part of the purchase price. No case has come under our observation where there was no consideration for the exemption, and it was made in the discretion of the legislature as a part of the policy of the state, deemed proper at the time as to the matter under consideration, that it has been held, the exemption was not repealable at the pleasure of the legislature. Where the legislature of Ohio in 1804 vested certain lands, set apart by Congress for a university in Ohio, in a corporation created for the purpose, authorized the lands to be rented out for the benefit of the university, and exempted their part from the payment of state taxes; in 1826, the corporation was authorized to sell the lands; these lands were held not to be exempt in the hands of purchasers: Armstrong v. The Treasurer of Athens Co., 16 Peters 281 (Cond. U. S. 299). The evident difference between this case and New Jessey v. Wilson, is that there was a consideration for the exemption in the latter case and none in the former. The cases just considered, with the exception of the last, are the cases relied upon by DAVIS, J., to sustain his dicta.

There are several cases in Connecticut, arising upon the Act of 1702, "That all such lands, tenements and hereditaments and other estates, that either formerly have been or hereafter shall be given and granted either by the General Assembly of this colony or by any town, village or particular person, for the maintenance of the ministry of the gospel in any part of this colony, &c., shall