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power of appointment and of revocation, and he appoints to one in fee by way of mortgage, the power is considered as wholly executed at law; but as equity considers a mortgage a security for the debt, the appointment in equity operates as a partial execution only, and it | is a revocation of the prior uses and trusts only pro tanto.

In Asay v. Hoover, 5 Pa., 20, it was held that a power to sell was not exhausted by a mortgage.

If it be the clear intention of a testator in directing a sale that his real estate should be absolutely converted, a mortgage will not be a proper execution of the trust, for the testator's intention would thus be frustrated.

Haldenby v. Spofforth, 1 Beav., 390; 1 Sugd. Pow., 538, 6th ed.

Here the learned circuit judge fell into the error which misled him. He rests his judg. ment "On the broad ground that, whenever the State, by any mode, has caused divisions of the road to be built, either with means derived directly from a pledge of the lands or from the proceeds of a future sale, although it continue to hold the title, this constitutes such an appropriation to the uses of the trust as would prevent reversion to the United States, and constitutes, within the meaning of the Act, a sale." In briefer words; he held that the mortgage of the lands amounted to a sale of them within the Congressional meaning, which completed the execution of the trust.

We admit that the chief purpose of the grant was the construction of the roads. But the method by which that purpose was to be effected was, necessarily, the conversion of the lands into money by sale. The Act of 1856, authorized the State to sell one hundred twenty sections before the road was begun, to raise money to start with. On the completion of each twenty miles, one hundred twenty sections more were to be sold. This clearly shows that Congress meant that the work should be done by the sale of the lands and the use of their proceeds.

Nothing less, then, than an actual sale of the lands, whereby their proceeds should accomplish the proposed work, will satisfy either the words or the spirit of the Act.

It was found necessary to raise the money before the work began. The only method by which the purpose of the At could be accomplished was, to promise to those who advanced the money that when the road was constructed the lands should be sold and the proceeds applied to the payment of the loan. Hence, their actual sale in the prescribed method was postponed, and the more effective method of protest was substituted, of transferring them by mortgage to trustees, with a power of sale to the trustees to sell the lands and apply the proceeds of such sales to the redemption of the bonds secured by the mortgage. And these sales by the trustees under the mortgage, are the sales which satisfy the words and effect the purpose of the Act.

The mortgages were not sales, for the vital reason that they have left the burden of the cost of construction on both the lands and the roads, a debt which can only be discharged by the conversion of the lands into money by sale. The fiction, that the mortgage is a sale which discharges the trust, leads to this re

sult: that if the State tax them, the taxes must be paid by the company which owes the debt, or by the creditors to whom it is due; and in either case, they add to the burden of it by increasing what the company must pay, or diminishing what the creditors should receive. This court will hardly adopt the fiction of a sale in order that a trustee, even though a State, may use its power over the trust estate for its own benefit and to the prejudice of the cestui que trust. Fictions are invoked to aid, never to frustrate justice.

A mortgage is only a lien on land, and the title and estate remain in the mortgagor until after foreclosure and sale. 1 Hill, Mort., 102, 163, 164, and cases cited. The legislation and decisions of Michigan are full and explicit to this point.

See, Hogsett v. Ellis, 17 Mich., 363; Newton v. Sly, 15 Mich., 396; Crippen v. Morrison, 13 Mich., 23, which holds that the mortgagor, until actual foreclosure, is in possession by right not by sufferance, and may use his property as any other person could during his term.

In Ladue v. Detroit & M. R. R. Co., 13 Mich., 380, where the whole question is learnedly discussed, it is said that "A mortgage in this State, both at law and in equity, even when given to secure a debt actually subsisting at its date, conveys no title of the land to the mortgagee (especially since the Statute of 1843, taking away ejectment by the mortgagee). That the title remains in the mortgagor until foreclosure and sale, and that the mortgage is but a security in the nature of a specific lien for the debt, has been already settled by the decisions of this court. This is in accordance with the well settled law of the State of New York, from which our system of law in regard to mortgages has been, in a great measure, derived.

Jackson v. Willard, 4 Johns., 41; Collins v. Torry, 7 Johns., 278; Runyan v. Mersereau, 11 Johns., 534; Gardner v. Heartt, 3 Den., 232; Edwards v. Farmers' Fire Ins. & L. Co., 21 Wend., 467; Waring v. Smyth, 2 Barb. Ch., 119; La Farge Fire Ins. Co. v. Bell, 22 Barb., 54; Syracuse City Bank v. Tallman, 31 Barb., 201; Kortright v. Cady, 21 N. Y., 343.

The court repeats, that the title, for nearly all practical purposes, is recognized, both at law and in equity, as continuing in the mortgagor.

See, also, Caruthers v. Humphrey, 12 Mich., 278, that "The estate in the land is still in the mortgagor." Dougherty v. Randall, 3 Mich., 581; Baker v. Pierson, 5 Mich., 456; Blackwood v. Van Vleet, 11 Mich., 252; and Gorham v. Arnold, 22 Mich., 247; where the Chief Justice says: "We have used an antiquated phrase (equity of redemption) to describe an interest which has always been treated as a legal estate by our tribunals."

In Ewer v. Hobbs, 5 Met., 3, Ch. J. Shaw, declaring the estate to be in the mortgagor, said that all statutes are to be so construed, and all rules of law, whether in law or equity, are to be so applied as to carry this object into effect.

And see, Brobst v. Brock, 10 Wall., 519, 19 L. ed. 1002; and Mr. Justice Field, in The State Tax on Foreign held Bonds, 15 Wall., 322-323, 21 L. ed. 188.

But we are asked to treat these mortgages with a power to sell and apply the proceeds in

discharge of the debt, as a purchase which upon the property, etc., with an exception as vests the title and estate in the mortgagee, to real estate, which constitutes in part our before the debt is due. ground of complaint.

The facts establish a contract between the State and the company, the impairment of the obligation of which is prohibited by the Con

stitution.

The substance of the contract was, that the lands granted in trust to the State were, by the State, accepted and granted to the company, to aid in the construction of its roads, on the conditions prescribed by Congress and itself. First and most conspicuous of these conditions was, that the lands should be applied exclusively to the work of construction, and to no other purpose whatsoever. To insure the observance of this condition, Congress and the State, its trustee, withheld from the company the right to sell the land until certain portions of the work were completed. Although this was a restriction on the company, it was also a promise by the State to the company that when it did the work, the lands should be exclusively applied to aid that work, and to no other purpose whatsoever. In other words, if the company constructed the road, it should have the lands without diminution or impairment, to pay for that construction.

The State, then, while the lands were carrying the burden of this loan, and before their sale for its redemption, added yet another burden, by taxing them under the Acts of 1873, although the railway company was then paying city taxes.

These taxes work a substantial diminution of their value, reduce the amount to be realized from them, and to that extent divert their proceeds from the work of construction. And this, of course, impairs the value of the bonds they secure.

This is a plain breach of the most important stipulation of the original grant and of the State's grant, and it is within the inhibition of article 1, section 10, of the Constitution of the United States.

Another obligation of the contract, binding on the State, was contained in section 20 of the Act of Feb. 14, 1857, which stipulated that, in consideration of the grant of land and other privileges thereby conferred, the company was required to pay into the State Treasury, as a specific annual tax, one per cent. on the cost of the road and its equipments and appur tenances of whatever kind, and the Legislature might, in its discretion, after ten years, impose a further tax on the gross earnings, not exceeding two per cent., which should be in lieu of all other taxes within this State.

The substance of this contract was, that the State, in consideration of the grant, etc., would exact certain specific taxes, heavier than those imposed on other companies by existing law, which should be in lieu of all others. It was an explicit engagement to impose no other than these specific taxes. By amendment to the Act of Feb. 14, 1857, passed Feb. 14, 1859, sec. 2, the land grant company was subjected to the rate of taxation more favorable than that fixed by the original contract, but, like it, a specific tax.

This Act was, in turn, supplemented by article 3, section 3, of Act of May 1, 1873 (the existing law), which imposes a specific tax on the gross receipts, in lieu of all other taxes

These Acts show that specific taxes were continuously exacted, and that the State has always enforced against the company its rights reserved in section 20 of the Act of Feb. 14, 1857. Even if this agreement, to exempt from all other forms of taxation, had been inserted in the charter, unsupported by a special consideration, it would have bound the State.

But it was a contract made after the company's organization, for a consideration of great value to the State, and was, in no sense, legislative benevolence.

The State, regarding the land grant as a valuable gift, in consideration of the grant, etc., imposed a greater specific tax than the general railroad law exacted, viz.: one per cent. on the cost of the road, etc., and reserved the right, after ten years, in its discretion, to add a further tax on gross receipts. Here was taxation, in consideration of the grant, greatly in excess of existing or prospective taxation on other roads. But, because of this unequal burden, present and prospective, the State pledged itself that it should be in lieu of all other taxes within the State. With this burden the company accepted the grant, and entered on its work, because the State had promised that though unequal, it should be its only burden.

Since the case of Dartmouth College v. Woodward, 4 Wheat., 518, nothing is better settled than that a grant to a corporation by a State is binding on the State, even if voluntary.

Salt Company v. East Saginaw, 13 Wall., 373, 20 L. ed. 611.

In an army of cases, railways, banks, charitable institutions and other corporations have been shielded from subsequent state taxation by virtue of a prior legislative exemption, in whole or in part. Among these are:

New Jersey v. Wilson, 7 Cranch. 164; Providence Bank v. Billings, 4 Pet., 560; Gordon v. Appeal Tax Court, 3 How., 133; Jefferson Branch Bank v. Skelly, 1 Black, 436, 17 L. ed. 173; Piqua Bank v. Knoop, 16 How., 369; Providence Bank v. Billings, 4 Pet., 560; Ohio Life & Trust Co. v. Debolt, 16 How., 416; Dodge v. Woolsey, 18 How., 331, 15 L. ed. 401; McGee (McGehee) v. Mathis, 4 Wall., 143, 18 L. ed. 314; Home of the Friendless v. Rouse, 8 Wall., 430, 19 L. ed. 495; Furman v. Nichol, 8 Wall., 44, 19 L. ed. 370; Chicago v. Sheldon, 9 Wall., 50, 19 L. ed. 594; Wilmington R. R. Co. v. Reid, 13 Wall., 264, 20 L. ed. 568; Raleigh & Gaston R. Co. v. Reid, 13 Wall., 269, 20 L. ed. 570; Humphrey v. Pegues, 16 Wall., 244, 21 L. ed. 326; Delaware R. R. Tax, 18 Wall., 225, 21 L. ed. 894; see, also, Meustadt v. Ill. Cent. R., 31 Ill., 484; Hawthorne v. Calef, 2 Wall., 10, 17 L. ed. 776; Woodruff v. Trapnall, 10 How., 190; Curran v. Arkansas, 15 How., 304; Suydam v. Broadnax, 14 Pet., 67.

Not one of the cases, from New Jersey v. Wilson to the last case, presents a stronger example of binding contracts and attempted violation of it than the case at bar.

Nothing in the Act of Feb. 14, 1857, justly construed, contravenes these views. Stress is laid on the clause at the end of

The constitutional clause is as follows:

section 7, declaring that none of the land The statute subjects to amendment, alterashould be liable to taxation for seven years tion or repeal, at any time, at the pleasure of from Sep. 1, then next, except such as should the Legislature, "Acts of incorporation passed be actually sold, as implying a purpose to since Apr. 20, 1839, or which shall be heretax them after that time. But this clause after passed." must be construed with section 19, which provides that the entire length of the respective roads should be completed within seven years from Nov. 15, then next. The latter is a mandate to complete the roads within the time the Legislature then thought sufficient, viz.: seven years; and the former is a Legislative assurance to those who might risk their money on lands having then little present or prospective value, that they should not be taxed until the roads were completed their entire length, viz.: seven years, when, as was naturally supposed, they would all be sold. This clause strongly supports the view that the Legislature did not intend to tax the lands until they had performed their work of paying for the construction of the roads, and then passed into private ownership.

Art. xv., sec. 1. Corporations may be formed under general laws, but shall not be created by a special Act, except for municipal purposes. All laws passed pursuant to this section may be amended, altered or repealed. The reservation in this clause, being apparently broader in terms (as it is later in date) than the statutory reservation, the question is: does this constitutional reservation confer the power to impair the contract in this case by taxing the land? Το

It is a reservation carefully limited. enlarge or pervert it into an authority to invade rights secured by a legislative contract like the one in question, would be contrary to the whole spirit of the Constitution. One of its chief purposes is to protect those rights of property which all our Constitutions so carefully guard.

Article 4, section 43, forbids the passing of bills of attainder, ex post facto laws, or laws impairing the obligation of contracts.

Article 18, § 14, forbids the taking of the property of any person for public use, without just compensation therefor.

This construction is confirmed by the Act of Mar. 11, 1861 (p. 13), which amends section 7 of the Act of 1857, by increasing the quantity of land the companies might sell. when twenty miles of road were completed, from sixty sections to one hundred twenty sections. In this amendment, in almost the same words with section 7, the clause, as to none of the lands being liable to taxation for seven years, is omitted. This significant omission is equiv-in harmony with these sections. A careful alent to a legislative declaration that no time for taxation could be fixed until the roads were completed.

If this construction of that clause be wrong; if the Legislature meant it as an assertion of power to tax after a fixed time, whether the roads were constructed or not, it was simply void. For the right to tax did not then exist, and whether it would exist in seven years, depended upon facts that could not be anticipated. The Constitution or laws of Michigan, in force when this contract was made, conferred no power on the State to impair it, to the prejudice of the company, or its creditors, by imposing the tax in question.

In the Act of 1857 itself, the reservation of power in section 12, which subjects the contracting companies to the laws of the State, and to such rules and regulations as may, from time to time, be enacted by the Legislature, in regard to the management and disposition of the granted lands, is expressly limited to such as are not inconsistent with the provisions of the Act. By inevitable implication it follows that the State, not only asserted no right to make laws, rules and regulations inconsistent with the contract, but waived any such rights as it might otherwise have possessed. Nor is there any such authority in the general law of Feb. 12, 1855, or in either of its successors of Apr. 18, 1871, or May 1, 1873. On the contrary, both these latter Acts, while providing for alteration, amendment or repeal, expressly save rights of property.

Sec. 50 of Act of 1871; sec. 13, art. 5, of Act of 1873.

The Legislative power to amend, alter or repeal, in Michigan, is reserved, by virtue of art. 15, § 1 of the Constitution, and $ 20 of the Rev. Stat., of 1846, ch. 55. See 2 Dewey's Comp., ch. cxxx., p. 1152.

Section 1 of article 15 must by construed

reading shows that it confers no power to amend, alter or repeal the contract provisions of the Act of 1857, especially its 20th section.

It authorizes corporations to be formed under general laws, and forbids their creation by special Act, except for municipal purposes. It adds: "All laws passed pursuant to this section may be amended, altered or repealed." What laws, then, may be passed pursuant to this section? Obviously, general laws under which corporations may be formed, or special Acts for municipal purposes. But the Act of Feb. 14, 1857, is neither a general law forming a corporation, nor a special Act for municipal purposes. Therefore, it is not a law passed pursuant to this section; and hence it is not a law which may be amended, altered or repealed, pursuant to this section.

This court has repeatedly sustained the legislative power to change a contract, but only, as we think, subject to these limitations:

1. Where the power to amend, alter or repeal existed either by prior enactment or by insertion in the law making the contract, whereby it became part of the contract, so that its exercise was not in violation but in pursuance of the contract. Otherwise, the re served power could only be upheld in face of the constitutional inhibition.

2. Where the exercise of the power does not destroy or impair rights of property, either of stockholders or of third persons, that have become vested in the legitimate exercise of the chartered powers.

These limitations have been expressly recognized by this court in the most recent cases, which are all that need be cited.

In Tomlinson v. Jessup, 15 Wall., 454, 21 L. ed. 204, where South Carolina had, by a previous law, expressly declared that the power to amend, alter or repeal a grant or modi

fication of a charter thereafter made, should become part of the charter, it was held that the State might subject to taxation a railway company to which exemption therefrom had been granted. But Mr. Justice Field not only admits that the legislative right to repeal the exemption was part of the original contract in the grant of the charter, but he expressly limits it to the relation between the State and the corporation, placing under legislative control, rights, privileges, etc., derived by its charter directly from the State, and he expressly excludes from its operation, rights acquired by third parties which have become vested under the charter in the legitimate exercise of its powers.

In Miller v. The State, 15 Wall., 478, 21 L. ed. 98, where the charter granted to a railway company had been altered by the State of New York, so as to change the relative proportion of directors to the amount of stock held, the alteration was sustained, on the ground that it was within the reservation of power contained in the general law under which the company was organized, which was, of course, part of the contract. But Mr. Justice Clifford says:

"Power to legislate, founded upon such a reservation in a charter to a private corporation, is certainly not without limit, and it may well be admitted that it cannot be exercised to take away or destroy rights acquired by virtue of such a charter, and which, by a legitimate use of the powers granted, have become vested in the corporation."

In Holyoke Company v. Lyman, 15 Wall., 522, 21 L. ed. 140, the same limitations, are conceded.

The true extent of the reserved power is accurately defined in Commonwealth v. Essex Co., 13 Gray, 239.

"When, under power in a charter, rights have been acquired and become vested, no amendment of the charter can take away the property or rights which have become vested under the legitimate exercise of the powers granted."

See also Durfee v. Old Colony Railroad Co., Allen, 230; Roxbury v. Boston & Prov. R. Co., 6 Cush., 424.

Diminution by taxation, even without sale for non-payment, is as much a breach of a constitutional provision as any other form of spoliation. It is not the amount diverted, but the sanctity of the fund, at which the court looks. Commonwealth v. Mann, 5 Watts & S., 403; op. Atty. Gen., Hoar, 13 Ops., 161; Tax on Salaries, etc., protest of Ch. J. Taney to Sec. of Treasury, 1862; Collector v. Day, 11 Wall., 113, 20 L. ed. 122.

So, taxes in excess of lawful authority, no matter how slight the excess, have been held void.

Cooley, Const. Lim., 520 and cases.

The State must be judged by the well settled rules which hold trustees to the faithful and perfect execution of the trust duties, and forbid the trustee using or abusing the trust fund for his own profit.

This premature taxation is so ungracious and inequitable, that nothing but the strictest rules of law can retain it. So far from having the aid of presumptions, all presumptions ought to repel it.

Messrs. C. A. Kent, Isaac Marston, Alfred Russell and Charles Upson, for appellees: By section 1 of article xv. of the Constitution of the State of Michigan, which has been in force since Jan. 1, 1851, it is provided that "Corporations may be formed under general laws, but shall not be created by special Act, except for municipal purposes. All laws passed pursuant to this section may be amended, altered or repealed."

Also by section 3,447, of the Compiled Laws of Michigan, 1871, Vol. 1, page Î152, which section has been in force since 1839, it is provided that "Every Act of incorporation passed since the twentieth day of April, in the year one thousand eight hundred and thirty, or which shall be hereafter passed, shall any time be subject to amendment, alteration or repeal, at the pleasure of the Legislature: Provided, That no Act of incorporation shall be repealed, unless for some violation of its charter or other default, when such charter shall contain an express provision limiting the duration of the same."

The Flint and Pére Marquette Railway Company, therefore, was organized subject to these provisions, the same as if it had been created by special charter in which these clauses were embodied.

Penn. College cases, 13 Wall., 213, 20 L. ed. 553.

Whatever construction might have been put upon the language of the grant originally, it is clear from the terms of the Act of that date, that after Mar. 3, 1871, none of the lands in the grant to which the right to sell had once attached in the hands of the railway company could ever revert to the United States; but the railway company would hold them by title absolute in fee simple, and with liability to local taxation unless expressly exempted.

By section 12 of the Act of the Legislature of the State of Michigan, approved Feb. 14, 1837, page 346, Laws of 1857, which Act granted these lands to said Flint and Pére Marquette Railway Company, it is provided that said company at all times and in all manners, "Should be subject to the laws of said State, and to such rules and regulations," etc.

If, then, there was any contract entered into between the State and said railway company at the time of said acceptance, in regard to the exemption of said lands from taxation, it was subject to the above provisions, and it was also, on its face, only an agreement that the said lands should not be taxed while held by the company and unimproved, for seven years from Sep. 1, 1857, which was plainly expressive of the right and intention of the State to tax them after that time, should the Legislature see fit to do so.

In addition to said intimation and recognition of the right of the State to tax these lands after this seven years' postponement, it was also provided in section 20 of said Act of Feb. 14, 1857, that said company should pay to the State a specific tax of one per cent. upon the cost of the road and equipments, with liberty to the Legislature after ten years to impose a further tax, not exceeding two per cent. upon the gross earnings of the road; and this was also assented to by the company in so accepting said grant, and said specific taxes were to be in lieu of all other taxes to

be imposed within said State. This provision, | principle, to cover this case in all its aspects, taken in connection with the clause in section and to be conclusive of it against the company. 7 of the same Act, in regard to taxing the And see, Head v. University, ante, 160. lands after seven years from Sep. 1, 1857, But where no statutory or constitutional resshows that the Legislature at that time rec- ervation of power to alter, amend or repeal, ognized and made a distinction in taxation be- has been made, it is certain that in any case tween the franchise of the company, with its there must be a consideration for the contract road-bed, buildings and property necessary to of exemption from taxation, so that the State aid in the actual use and enjoyment of its can be supposed to have received a beneficial franchise as a railway company, and the lands equivalent; and if the exemption is made as which it might hold under the land grant or a privilege only, it may be revoked at any time. otherwise, in common with all other owners Christ Church v. Phila., 24 How., 300, 16 of or dealers in land generally, as an invest- L. ed. 602; Brainard v. Colchester, 31 Conn., ment or for profit. 410; Cooley, Const. Lim., 281; State v. Dulle, 48 Mo., 282.

This distinction or division of real estate held by corporations, into two classes, is also Concessions, then, or exemptions from taxaexpressly pointed out in the State Constitution may have been made to this railroad tion of Michigan in article xv., section 12, company by the State Legislature since the which prohibits corporations from holding real company accepted the grant, without imposing estate for a longer period than ten years, "Ex- any additional burden or receiving any new cept such real estate as shall be actually occu- or additional consideration therefor, cannot be pied by such corporation in the exercise of its claimed to be perpetual or in the nature of franchises." It is again indicated in the last irrepealable contracts with the company.

clause of section 9 of article xix. of said Constitution in relation to mining corporations, as follows:

The grants and concessions made by the Legislature to the company in 1861, were spontaneous, and no additional service or duty, or other remunerative condition was imposed on the corporation.

There was no express agreement, nor any necessary implication, from the facts in the case, that the amendments in the Act of 1861 should forever exempt these lands from taxation while held by the company.

"No such corporation shall be permitted to purchase or hold any real estate, except such as shall be necessary for the exercise of its corporate franchises. This last species of real estate only is considered a part of the corporation, and is taxed when the company is taxed; while other lands owned by the corporation remain liable to local taxation, the Such an interpretation is not to be favored, same as all other real estate generally; and and such concessions belong to a class of statcontracts exempting the corporation from tax-utes in which the narrowest meaning is to be ation are limited accordingly." taken which will fairly carry out the intent of the Legislature.

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Wilmington R. R. Co. v. Reid, 13 Wall., 264, 20 L. ed. 568; Worcester v. Western R. Co., Christ Church v. Phila. supra; Tomlinson 4 Met., 564; Vt. Cent. R. Co. v. Burlington, 28 v. Branch, 15 Wall., 460, 21 L. ed. 189; WalVt., 193; State v. Mansfield, 3 Zab., 510; cott v. People, 17 Mich., 83. State v. Newark, 1 Dutch., 315; State v. Seran, 4 Dutch., 519; Railroad Co. v. Berks Co., 6 Pa., 70; N. Y. & Erie R. Co. v. Sabin, 26 Pa.,

242.

But the rate of specific taxation provided for in the general Railroad Law of 1855 was, as we have seen, made subject to amendment, alteration or repeal, both by the State Constitution and the general statute herein before referred to, and the right to tax the lands was not renounced or disclaimed.

That there was no irrepealable contract in regard to taxing these lands growing out of the legislation of the State of Michigan in regard to this grant to the railway company, subsequent to the Act of Feb. 14, 1857, which originally provided for their taxation after seven years, the case of Christ Church v. Philadelphia, above quoted, would seem to be decisive, and especially when supported by the cases of Tomlinson v. Jessup, supra; Miller v. The State, supra; and Holyoke Co. v. Lyman, supra, hereinbefore referred to.

"It is unreasonable," says Mr. Redfield, "that the Legislature may in the charter of a They also show that, in this case, no rights corporation, fix the rate of taxation for the of third persons have vested so as to change the time being, and subsequently repeal the pro-application of the rule. Whatever interests vision and subject the company to a higher rate the complainants or those whom they repreof taxation; and unless exclusive terms are used, in regard to a provision limiting the rate of taxation, it will be regarded as temporary. Redf. Ry., 1st ed., p. 553; Ohio Ins. & Trust Co. v. Debolt, 16 How., 416; Easton Bank v. Com., 10 Pa., 442.

But when a right of repeal or amendment is reserved in the Constitution or in the charter, or in a prior general statute, its exercise by a subsequent Legislature is no violation of the Constitution of the United States.

Penn. College cases, 13 Wall., 190-213, 20 L. ed. 550-553; Tomlinson v. Jessup, 15 Wall., 454, 21 L. ed. 204; Miller v. The State, 15 Wall., 478, 21 L. ed. 98; Holyoke Co. v. Lyman, 15 Wall., 500, 21 L. ed. 133.

sent, may have in these lands, they acquiesced (as stated in Tomlinson v. Jessup), with full knowledge of the evidence of the power reserved to the State to change the law in regard to taxation, and of the possibility of its exercise at any time in the discretion of the Legislature. Immunity from taxation in such cases, where constituting a part of the contion of power, such as is contained in the Contract with the government is by the reservastitution of Michigan and the Act of 1859, subject to be revoked equally with any other provision of the charter, whenever the Legislature may deem it expedient for the public interests that the revocation shall be made.

It is also a well settled rule of construction in cases of this kind, that the grant of The last three cases quoted would seem, on privileges and exemptions to a corporation is

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