pany shall be issued from time to time, and upon such terms and conditions as may be prescribed by the board of directors of said company. Art. 5. All and singular, the rights, powers, privileges, immunities, and franchises, and all the railroads, real and personal estate, easements, fixtures, equipments, choses in action, and property and assets of every kind, nature, or description, belonging to either of the parties hereto, shall be vested in, and become the property of, the said consolidated company, without any further act, deed, conveyance, or assurance being required in the premises. Art. 6. The affairs of the consolidated company shall be managed by a board of directors, which shall consist of such a number of members, not less than five, as the company may determine from time to time, each of whom shall be a stockholder, and one of them a resident of the state of Mississippi, | and to the opinion then given we have nothing to add, nor anything to take away. Dodge v. Woolsey, 18 How. 331, 15 L. ed. 401, Affirming McLean, 142, Fed. Cas. No. 18,032. The same dissents were filed, the views of the nonconcurring judges being formulated by Campbell, J. At the same term, in April, 1856, the court for the same reasons and on similar facts reversed the Ohio supreme court in two other cases upon the authority of that last cited. Mechanics' & T. Bank v. Debolt, 18 How. 380, 15 L. ed. 458; Mechanics' & T. Bank v. Thomas, 18 How. 384, 15 L. ed. 460. The Ohio supreme court began to acquiesce. At the December term, 1856, in the cases of Matheny v. Golden, 5 Ohio St. 361, and Kumler v. Traber, 5 Ohio St. 442, Bartley, Ch. J., dissenting, it held that the charters of two universities incorporated under the old Constitution created valid contracts for tax exemptions, and in State ex rel. Morgan v. Moore, 5 Ohio St. 444, it denied, with two dissents, the motion of the attorney general at the instance of the state auditor, for a mandamus to the Athens county auditor to assess and tax the Athens Branch Bank under the act of 1852. It based the denial upon the ground that the United States Supreme Court had held that the act of 1845, § 60, constituted an irrepealable contract with the banks, and that the tax act of 1852 was void for impairing it, and that this ruling must prevail. It made the like decision in an action for trespass in enforcing such a tax, in Ross County Bank v. Lewis, 5 Ohio St. 447, and it granted, again against the protest of the chief justice in an elaborate opinion, the motion to enter the mandate of reversal in Piqua Branch of State Bank v. Knoup, 6 Ohio St. 342. But the Ohio supreme court had not been converted. A year later, it again decided that § 60 of the act of 1845 did not constitute an irrepealable contract with the banks organized under that law, and that the subsequent act to tax banks and bank and other stocks the same as other property was then taxable in the state was a valid act and not in conflict with the contract clause of the Federal Constitution. An additional ground for this decision was found in the Ohio law of March 7, 1842, a general statute, unrepealed when the act of 1845 was passed, which provided that all subsequent acts of incorporation should be subject to amendment or repeal in the discretion of the legislature. I am aware, said one of the judges who concurred in this decision, that the Su one of Tennessee, and one of Louisiana. The members shall be divided into three equal classes, as nearly as practicable. Successors for the term of three years shall be chosen for those belonging to the first class at the first annual meeting of the stockholders held after this consolidation shall have been effected, for those who belong to the second class at the next annual meeting, and for those belonging to the third class at the next succeeding annual meeting of the stockholders. Each director successively chosen shall continue in office until his successor is elected. Vacancies in the board caused otherwise than by expiration of term for which the retiring director was chosen may be filled by a vote of a majority of the directors remaining, such appointee to continue in office until the next regular election of directors by the stockholders. The first board of directors shall be composed of the following preme Court of the United States has decided the question here pending adversely to the views I have expressed. In those cases I have bowed in submission to the mandates of that court, and have concurred in ordering them to be entered on our journals. But these decisions are understood to have been made by a bare majority of that court and, as its reasoning has failed to satisfy my judgment, I am desirous that it should have an opportunity to reconsider them. Sandusky City Bank v. Wilbor, 7 Ohio St. 481. In The supreme court of Pennsylvania was at this time in full accord with its neighbor in Ohio. In 1858 it decided that one legislature has no power to barter away the sovereign right of taxation so as to bind a future legislature. In that case, Lewis, Ch. J., argued thus: general, the state courts have avoided expressing an opinion on this momentous question where the necessities of the case did not require it. The cases which have arisen have generally been disposed of by holding that exemptions are binding until repealed by subsequent legislation; that no charter or grant carries with it such exemption unless clearly expressed; that the taxing power is of vital importance, and is essential to the existence of the government; that it resides in a government as a part of itself; and that the release of power is never to be assumed. But the question has been distinctly decided against the existence of any such power, five different times, by the unanimous judgment of all the judges of the supreme court of Ohio. It is true that the Supreme Court of the United States has taken a different view of that question, and has in several cases reversed the decisions of the supreme court of Ohio. We have no hesitation in adopting the decisions of the state courts on all questions respecting the meaning of their own state Constitutions, and the extent of the powers which the people of the states have therein granted to the different departments of their own state governments. It may be added that the United States Supreme Court was divided in opinion on this question, three eminent judges of that court dissenting, while the state court was unanimous. And it is but just to say that the opinion of the state court is sustained by a course of argument which has never been satisfactorily answered in the United States Court or elsewhere. Mott v. Pennsylvania R. Co. 30 Pa. 9, 72 Am. Dec. 664. Once again, in 1859, the supreme court of Ohio sustained a tax imposed under the law of 1852 upon one of the banks organized under the tive committee, of whom the president shall be one ex officio, who shall possess and exercise all the powers and duties of the board of directors, when the board is not in session. Until otherwise ordered, the corporate seal of the said consolidated company ley Railroad Company. Art. 8. The said consolidated company shall be, and the same is hereby, authorized and empowered, in such a manner and upon such conditions as are permitted by law, to issue its bonds, and secure the same, as well as all bonds heretofore issued by either of the constituent companies, or that have been heretofore or may be hereafter issued by any other railroad company, by mortgage or deed of trust upon all or any of its railroads, rights, franchises, and property, real and personal, wherever the same may be situated, and whether three years before. Jefferson Branch Bank v. Skelly, 1 Black, 436, 17 L. ed. 173. members, divided into three classes, as follows: First class: Stuyvesant Fish, Adolph Schreiber, W. C. Craig, Chas. A. Peabody, Jr. Second class: John W. Auchinloss, Walther Luttgen, Edward H. Harriman, J. T. Harahan. Third class: S. V. R. Cruger, R. P. Neeley, R. C. Shepherd, John C. Wel-shall be that of the Yazoo & Mississippi Valling. Art. 7. The board of directors of said consolidated company shall choose one of their number president, whose term of office shall be one year, or until his successor shall be chosen or qualified. They may also appoint such other officers and agents as they may deem necessary from time to time, and prescribe their duties and compensation, and may provide, by the by-laws to be adopted, such rules and regulations relating to the affairs and business of said company as may be necessary or proper. The said board shall also have power to appoint an execubanking act of 1845. It reiterated that § 60 of the bank act did not create a contract with in the meaning of the Federal Constitution prohibiting the passage of laws impairing contract obligations, and in plain terms refused to follow the decisions of the United States Supreme Court in point, and reaffirmed and followed its own decision, contra, in Sandusky City Bank v. Wilbor, 7 Ohio St. 481, with two of its five judges dissenting. Skelly v. Jefferson Branch of State Bank, 9 Ohio St. 608. When this cause was reached in the United States Supreme Court, in March, 1862. the learned attorney general of Ohio admitted in his argument that the Piqua Branch Bank Case had decided the precise point upon which the case at bar turned, to wit, that § 60 of the bank act of 1845 constituted an irrepealable contract and, as such, was protected by the Federal Constitution, although by a bare majority of the court. But he urged the court to overrule that decision for three reasons, because : 1. The question was one of the construction of the Constitution and laws of Ohio, and the construction adopted by the supreme court of that state was conclusive. 2. The Ohio legislature lacked the power, under the state Constitution of 1802, to exempt property from taxation irrevocably. 3. When the act of 1845 was passed a general statute of Ohio was in force making all corporate charters subject to alteration, suspension, and repeal, and the act of 1845 was subject to its terms. And he closed by inviting the court to consider with care the reasoning of Sutliff and Brinkerhoff, JJ., in Sandusky City Bank v. Wilbor, 7 Ohio St. 482, and that of Gholson, J., in the case at bar. Mr. Justice Wayne answered for the court, first, that the rule respecting the binding quality of the construction of a state court of its own Constitution and laws was always subject to the exception of this identical case; second, that the court had over and over again decided in favor of the legislative power to contract for an exemption from taxation, and had three different times decided that the act here involved did constitute an inviolable contract between the state of Ohio and the banks, and that, while the reasoning of the Ohio supreme court had received respectful consideration, it was in the later decisions merely reproduced as the foundation of its judgments without other illustration than it had when first it was reviewed. The third point made by the attorney general was left unnoticed. The court evidently considered that the legislature of 1845 had chosen to make an irrepealable contract in spite of the statute of The case decided with it and reported next after it, involving the same questions, was disposed of as follows: We affirm, again, the unconstitutionality of the law of Ohio under which the tax was assessed and levied, and direct the reversal of the judgment of the supreme court of the state of Ohio now before us by a writ of error. Franklin Branch Bank v. Ohio, 1 Black, 474, 17 L. ed. 180. b. When contracts do not arise. It was settled by the decision in Providence Bank v. Billings, 4 Pet. 514, 7 L. ed. 939, that the mere grant of a corporate charter lays no obligation upon the state to refrain from taxing the franchise, the capital, the stock, or the property of the grantee. The charter is a contract. but is not a contract which exempts its holder from taxation to any extent whatever, unless it contains in clear and unmistakable language an express surrender of the taxing power. If such a surrender is not found in words in the charter, it has not been made, cannot be implied, and an exemption does not exist. It is altogether unnecessary that the right to tax should be explicitly reserved. A state, having gratuitously granted a bank charter with no express reservation in it of power to tax the franchise, may, none the less, afterwards impose a percentage tax upon its paid-in capital, payable when it declares dividends, without thereby coming in conflict with the contract clause in the Constitution of the Union. Portland Bank v. Apthorp, 12 Mass. 252. Unless the right to tax a railroad corporation has been expressly relinquished, the state which chartered it may at any time lawfully The arguimpose taxes of any kind upon it. ment that, as the power to tax is a power to tax so onerously as to destroy by laying burdens too grievous to be borne, and hence such power is inconsistent with the grant of a corporate charter, that, being a contract which may not be impaired, therefore, by necessary implication the taxing power is surrendered, is without force or merit. People v. Detroit & P. R. Co. 1 Mich. 458. An exemption from a state license tax imposed upon a corporation cannot be implied because to tax a company for the privilege granted by its charter is to destroy that privilege. The corporation took its charter subject to the same right of taxation in the state that applies to all other privileges and all other property. the same may be owned by said company at | be noticed, also, that article 6 creates a new the time this consolidation is effected, or may be hereafter acquired, and may also exercise any and every other corporate right or power now vested in, or which might have been heretofore lawfully exercised by, either of said constituent companies." It will be seen that said article 5 itself conveys all the property, rights, and franchises, etc., belonging to either constituent, to the consolidated company, without any further act, "deed, conveyance, or assurance being required in the premises," and in this regard is substantially identical with the provisions in St. Louis, I. M. & S. R. Co. v. Berry, 113 U. S. 475, 28 L. ed. 1058, 5 Sup. Ct. Rep. 529, and Keokuk & W. R. Co. v. Missouri, 152 U. S. 308, 38 L. ed. 454, 14 Sup. Ct. Rep. 592, both of which cases hold that a new corporation was created. It will Memphis Gaslight Co. v. Shelby County Taxing Dist. 109 U. S. 398, 27 L. ed. 976, 3 Sup. Ct. Rep. 205. The mere grant to a street railway company of a franchise to lay its tracks and operate its road in city streets without consideration or agreement of exemption does not relieve the grantee from a license tax upon the business of operating a street railway. The exaction of such a tax impairs no contract. New Orleans v. New Orleans City & I.. R. Co. 40 La. Ann. 587. So. 512. If it were permissible to abridge the legislative power of taxation by implication without a positive enactment clearly expressive of an intention to exempt a corporation from ordinary taxation, such an inference cannot be drawn from a reservation in the charter of a right to require subsequently what might have been required at the outset, namely, the payment of a bonus for the corporate franchise. State, Trenton Water Power Co., Prosecutors, v. Parker, 32 N. J. L. 426. No property is beyond the reach of the taxing power of the state unless put beyond it designedly by an unequivocal sovereign act. Hence, a certificate of sale of state lands containing no stipulation or promise that the land or the vendee's interest in it shall not be taxed, issued pursuant to a statute equally silent upon the subject, does not warrant the exemption of such lands from taxation pending the final delivery of the patent upon the theory that the purchaser is entitled to a conveyance upon the sole condition that he pays the purchase money, and that any addition by way of tax impairs the obligation of the contract of sale. Robertson v. State Land Office, 44 Mich. 274, 6 N. W. 659. A lease by the county authorities of public property, silent upon the subject of taxation, does not exempt the lessee from county taxation upon his interest in such property, although such lease contains general covenants for quiet enjoyment, peaceable possession, and against all claims and encumbrances. Luttrell V. Knox County, 89 Tenn. 253, 14 S. W. 802. Of course, the state must be constitutionally competent to make a contract for exemption from taxation. When a state legislature lacks constitutional power to extend an exemption from taxation to a railroad company beyond the period granted in its charter, which antedated the inhibitory Constitution, a statute professing thus to contract with the company does not confer the immunity it was its purpose to grant, | organization, and actually names a new set of directors for the consolidated company, who are, under article 7, to elect officers for the consolidated company. It will be noticed that article 8 authorizes the new consolidated company to "issue its bonds, and secure the same, as well as all bonds heretofore issued by either of the constituent companies," and further provides "that the consolidated company shall exercise any and every other corporate right or power now vested in, or which might have been heretofore lawfully exercised by, either of said constituent companies," clearly drawing the distinction between the two previous constituent companies and the new consolidated company; and it will further be specially noticed (and to this we direct the closest attention) that article 4 provides "that every since such statute is void. Memphis & C. R. Co. v. Gaines, 97 U. S. 697, 24 L. ed. 1091. Then, too, as in all cases, there must be a consideration moving to the state, or from the corporation, to support a contract for exemption from taxation. A statute exempting from taxation all the real property, including ground rents, belonging and payable at the time of its enactment to a certain hospital in a named city, so long as these continue to belong to such hospital, but which imposes no duty upon the institution in consideration of the grant, which requires the hospital to do nothing, but leaves it to pursue its own course as freely as before, contains nothing that savors of contract, and the legislature has the undoubted right to repeal the act whenever the public exigencies so require. Christ Church Hospital v. Philadelphia County, 24 Pa. 229, Affirmed in 24 How. 300, 16 L. ed. 602. A grant of tax immunity, unless it rests in a consideration and is made under circumstances amounting to a contract, is a mere legislative gratuity, revocable at pleasure. Baltimore City Appeal Tax Court v. Regents of University, 50 Md. 457. It is competent for the legislature to contract for the relinquishment of taxation; but where there is no consideration for such a contract the grant of exemption is a mere gratuity which the legislature may revoke at will. Baltimore City Appeal Tax Court V. Grand Lodge of Ancient F. & A. M., 50 Md. 421. A provision in a corporate charter exempting the corporate property from all taxation, standing naked and alone, without any consideration to support it, either by benefits accruing to the public or obligations cast upon the corporation, is a mere legislative gratuity, revocable at any time, and not an irrepealable contract. Washington University v. Rouse, 42 Mo. 308. The proposition cannot be gainsaid, although the exemption in the charter of this university was declared by the United States Supreme Court to constitute an irrepealable contract. parties, in Vide the case between the same 8 Wall. 439, 19 L. ed. 498. A statute enacting that all companies or corporations formed to bore for and make salt in the state, and all individuals engaged in salt inanufacture, shall be entitled to the benefits thereof, which are, first, the exemption from taxation, for any purpose, of all real and personal estate used for making salt, and second, the payment of a state bounty for each bushel is well said by counsel for the revenue agent: "The voting power of the latter is more than eight times that of the former, and it could absorb the former, and seven more like it; and no legislative declaration or judicial dictum could alter this fact, for it is founded in the nature of things. The deed of consolidation provides for the contingency, and says, whatever the effect, that consolidation shall stand and be effective. What is, then, effected? If the Louisville, New Orleans, & Texas Railroad Company is extinguished, and the voting power of each share of stock is equal, and extends equally over all the property, rights, operations, and franchises of the consolidated company, you may put in what name, or call it what you may, but the actual result is a complete and perfect consolidation, with the combined vot holder of the stock of either of the said companies now outstanding shall be entitled to cast one vote for each share of stock held by him, in stockholders' meetings of the consolidated company, and shall have all the rights of a stockholder of the consolidated company, as fully as if new shares of the consolidated company had been issued and exchanged therefor." Now, it is clearly admitted by both sides that the Louisville, New Orleans, & Texas Railroad Company was dissolved, and became extinct. The Louisville, New Orleans, & Texas Railroad Company had 50,000 shares of stock. The Yazoo & Mississippi Valley had 6,000 shares of stock. And, if anything is certain, it is undoubted that it is a metaphysical and legal impossibility that a corporation with 6,000 shares of stock could absorb one with 50,000 shares, and allow 1 vote to each share. It' of salt so manufactured, does not create an ir-, chise that had been paid for worthless, by sayrepealable statutory contract with those accepting that the constitutional bill of rights foring the act and investing capital in the enter- bade the imposition of taxes which did not prise upon the faith of it, but only a gratuitous offer of subsidy which the state may at any time subsequently recall. East Saginaw Mfg. Co. v. East Saginaw, 19 Mich. 259, 2 Am. Rep. 82, Affirmed in 13 Wall. 373, 20 L. ed. 611. A naked provision in a state statute exempting lands of a railroad corporation from local taxation for a limited period, when no consideration moves from the company-when it is required to do and does nothing in return-is a mere gratuity, which the state may revoke, continue, or change at pleasure. The fact that one of the parties was a state, and the other a corporation, does not invest the arrangement with any higher character than, or differentiate it from, a similar transaction between individuals. Tucker v. Ferguson, 22 Wall. 527, 22 L. ed. 805. When a grant is a mere gratuity from the state, without any element of contract in it, there can be no impairment of it by subsequent taxing laws. West Wisconsin R. Co. v. Trempealeau County, 93 U. S. 595, 598, 23 L. ed. 814, $15. The court reaffirmed the last above-cited case, saying the points and arguments were strikingly similar and the facts substantially identical in both cases. We hold here, it said, as we held there, that the exemptions in question were gratuities offered by the state without any element of a contract. There was no assurance or intimation that they were intended to be irrevocable, or that the laws in question should not be at all times subject to modification or repeal in like manner as other legislation. The state asked for no promise from the company, and the company gave none. Each party was at liberty to take its own course. Neither party was, nor was intended to be, in any wise bound to the other. The state chose to continue the gratuity for a time, and then withdrew it. The state did what it had an unqualified right to do. Ibid. The exaction by the state of a bonus for the franchise it grants does not per se prevent subsequent taxation of the corporation. The Maryland court of appeals argues in one case, that the legislature, by exacting a bonus when it grants a franchise to a corporation, does not surrender its right to tax the corporate franchise in common with all other property in the state. It waved aside the argument that the power to tax at all was the power to tax so heavily as to make the fran equally burden every species of property in the state ad valorem. A bonus exacted, or sum collected, by the state for granting a corperate franchise, is, it declared, a purchase price demanded for a right or privilege conveyed, and which the grantee is at liberty, if he deems the price too high, to refuse to pay and go without the franchise. It is in no sense a tax, which is an imposition by the sovereign that the subject cannot evade, and which, under a constitution so providing, must ever be proportional to the value of the taxpayer's property,-his just share of the public burden borne in common with other property owners. An arbitrary exaction as the price of a franchise bears no such proportion. Baltimore v. Baltimore & O. R. Co. 6 Gill, 288, 48 Am. Dec. 531. But this opinion is too broad. The views expressed are out of harmony with the case of Gordon v. Appeal Tax Court, 3 How. 133, 11 L. ed. 529, holding that the corporate franchise is not taxable under such circumstances. A bonus paid the state by a foreign corporation for authority to do business and hold real estate within such state does not prevent the legislature from subsequently imposing taxes upon its net earnings, or its capital stock measured by dividends, or upon stock and earnings. Com. v. Central Petroleum Co. 1 Pearson (Pa.) 386. A grant to a foreign railroad corporation of a right of way through the state, the statute providing that as soon as the road is completed and operated to a named terminus the company shall pay into the state treasury annually $10,000 (any neglect or refusal to pay working a forfeiture of the right and privilege granted), and, in addition, that the stock of such company to an amount equal to the cost of constructing that part of its road that is within the state shall be subject to taxation by the state, in the same manner as other similar property is or may be subject; and containing no words expressive, either of a reservation of power to lay other and further taxes, or of a release therefrom, does not amount to a contract of exemption from subsequent increased taxation. A later general statute imposing upon all railroads traversing such state a tax upon freight carried does not impair any contract with such company. Erie R. Co. v. Com. 66 Pa. 84, 5 Am. Rep. 351; Erie R. Co. v. Pennsylvania, 21 Wall. 492, 22 L. ed. 595. ing power of both. One cannot absorb 83, | rights from date of said consolidation, Octobut 1 and 8 can make 91,- -a new number." ber 24, 1892, some two years after the ConWe have thus far been discussing two stitution of 1890 went into effect. This things, the purpose of the legislature in leaves for solution on this branch of the case authorizing the consolidation, and what was a single inquiry: Did § 180 of the Constiactually done in pursuance of that author- tution of 1890 cut off the exemption claimed ity; and it is perfectly clear that what the by the Louisville, New Orleans, & Texas legislature authorized, and what was actu- Railroad Company?-conceding now, for the ally created in fact in pursuance of that au- purpose of argument, that it ever had any thorization, was consolidation of such char- such exemption. That section is in the acter as resulted in the creation of a new words following: Sec. 180. "All existing company under the name of the Yazoo & charters or grants of corporate franchise unMississippi Valley Railroad Company; that der which organizations have not in good the Yazoo & Mississippi Valley Railroad faith taken place at the adoption of this Company with which we now deal is not the Constitution shall be subject to the proviold Yazoo & Mississippi Valley Railroad sions of this article; and all such charters Company, one of the constituent members, under which organizations shall not take but is the new Yazoo & Mississippi Valley place in good faith and business be comRailroad Company,— -a new consolidated menced within one year from the adoption company, taking its grant of corporate of this Constitution, shall thereafter have no Ordinarily a contract does not arise out of a general statute relating to whole classes of corporations, and not an organization act. This topic, as remarked at the outset, is one apart from the present theme, but a few cases peculiarly in point have been noted. A general act prescribing a particular rate of taxation in respect of corporations of a certain class, and which contains none of the elements of a contract, is not made a part of the charter of a subsequently organized company in such class by the idle ceremony of its directors' adopting a formal resolution accepting its provisions. A later statute, therefore, which imposes a higher tax, impairs no contract. Holly Springs Sav. & Ins. Co. v. Marshall County, 52 Miss. 281, 24 Am. Rep. 668. A general law whereby all insurance combusiness panies authorized to do under its terms are exempt from certain taxation by municipalities, and which forbids all companies from negotiating any contract of insurance until its provisions are complied with, and gives none an option to reject its application, creates no contract between a corporation complying with its terms and the state which enacted it. Hence, the state may subsequently make taxation such company subject to municipal without infringing the contract clause of the United States Constitution. Easton City V. Northampton County F. Ins. Co. 4 Pa. Co. Ct. 403. The compliance by a foreign insurance company with a state law establishing an insurance department, in order that it may obtain a license to do business in the state, when the statute provides that it shall be unlawful for city, county, or municipality to impose or collect any license fee or tax upon insurance companies or their agents authorized to transact business under such act, creates no contract with such company, so as to render void for impairing its obligation a subsequent statute empowering a city wherein it establishes an agency to levy and collect, for general revenue purposes, an annual license tax on insurance companies and agencies, and to regulate the collection thereof, and a municipal ordinance passed in pursuance thereof. Etna F. Ins. Co. v. Reading, 119 Pa. 417, 13 Atl. 451. Several cases are illustrative of statutes coming short of constituting contracts for exemption from taxation. A section of a corporate charter providing that as soon as the corporate works have advanced to a certain state toward completion Я sworn statement of the cost and expenses of establishing them shall be furnished, and then it shall be lawful, at any time afterward, to levy a tax on the company, not exceeding a stated percentage on its subscribed and paidin capital stock, does not amount to a contract restricting the state to the specified rate and subject of taxation, or entitle the corporation to an exemption from, or an abatement of, a tax imposed under a subsequently enacted statute for the assessment and taxation of all private corporations (with certain exceptions not inclusive), at the full amount of their capital stock and accumulated surplus, although such tax act also excepts those corporations which, by virtue of any contract in their charters or of other contracts with the state, are expressly exempted from taxation. State, Trenton Water Power Co., Prosecutors, v. Parker, 32 N. J. L. 426. A section in a railroad charter making it the duty of the corporation at a designated time annually to pay the state a percentage tax on the cost of the road, with a proviso that no other tax or impost shall be levied or assessed upon said company, does not amount to a contract for commuted taxation. The proviso is merely a declaration that the legislashould ture intended that the company not, while subject to the percentage tax, be charge able with any tax upon its real and personal estate under the general tax law, which, but for such proviso, with plausibility might be asserted. Little v. Bowers, 46 N. J. L. 300, Af firmed on opinion below in 48 N. J. L. 370, 5 Atl. 178. To the same effect is State, Newark & S. O. Horse Car R. Co., Prosecutor, v. Clark, 53 N. J. L. 332, 21 Atl. 302. A clause in the charter of a domestic corporation requiring it to pay into the state treasury a bonus of a stated per cent on its capital stock or any increase thereof in three annual instalments in lieu of any tax on dividends, and the payment thereof pursuant thereto, does not exonerate the company from liability under another statute laying a percentage tax upon net earnings of all companies and corporations not paying a dividend tax under existing laws. Jones & N. Mfg. Co. v. Com. 69 Pa. 137. A street railway charter requiring the corporation to pay the municipality in which it operates the same license fee per car as at the time of its enactment is charged other street railroad companies in the same city constitutes no contract that such license fee shall not thereafter be increased. Union Pass. R. Co. V. Philadelphia, 83 Pa. 429. |