Portsmouth & Norfo k Railroad and has had the same in use or operation ever since." The defendant denied the averment as made, and said that the part of the road between Halifax and Weldon was built by the Halifax Company, under its charter, and acquired by the plaintiff in 137 in pursuance of the Act of 1836. The plaintiff in reply averred that the Halifax road was only partially completed, and that the Halifax Company owned no rolling stock or other property of any description except its roadbed and right of way, and referred to the agreement of February, 1837. Plaintiff also, for further reply, set up the proceedings and judgment in an action commenced by plaintiff in 1869 in the superior court of Halifax county against the sheriff of that county, to enjoin the sale of property for taxes, partly assessed, as alleged, upon a portion of the road-bed and right of way acquired from the Halifax Company, and pleaded the same as an estoppel. It appeared that the agreement between the two companies above referred to was not registered as required by the Act of 1836, but that this was subsequently Cone under an Act approved February 5, 1875. It further appeared that after the execution of the agreement of February 14, 1837, the Halifax Company ceased to exercise any corporate acts or maintain any corporate existence or or [285] ganization, and its road-bed, track, and right of way passed under the control of the Wil- The case came on in the superior court before Connor, J., who, from the pleadings, affidavits, and exhibits, made and filed findings, in substance as heretofore stated, and further therein found that during the year 1882 the plaintiff began and completed a branch road connecting with its main road at a point near the town of Halifax, in Halifax county, and running to the town of Scotland Neck, in that county, which branch was extended to the town of Greenville, in Pitt county, during 1890, and in 1891 to the town of Kinston, in Lenoir county, being in all a distance of eightyfive miles; that the branch road ran through the county of Halifax for twenty-three aud one half miles; that it was not shown that the said branch was built pursuant to the pro- [286] visions of the original charter or amendments thereto; that the branch road was operated and managed by the officers of the plaintiff company, and known as the Scotland Neck branch of the Wilmington & Weldon Railroad; that in addition to the said Scotland Neck branch the plaintiff company owned and operated in the same manner the following other branch roads in the state: The Clinton and Warsaw branch, 13 miles in length; the Nashville or Spring Hope branch, 18 miles in length; the Wilson and Fayetteville branch, 73.5 miles in length; the Tarboro branch, 17 miles in length, making a total of 206.6 miles, the main road being 162 miles in length; that the said branch roads, except the Taiboro branch. had been built within the past ten years; and that the plaintiff company also owned other investments in railroads and other properties. A transcript of the proceedings and judgment roll in the case of "Wilmington & Weldon Railroad Company v. John H. Reid" was at tached to the findings. The railroad commission of North Carolina, pursuant to the provisions of the revenue act of 1891 of that State (Acts 1891, chap. 323), assessed for taxation the portion of plaintiff's main road and rolling stock from Halifax to Weldon, being the portion acquired from the Halifax company, and also that part of the Scotland Neck branch in Halifax county, and directed the commissioners of Halifax county to place the same upon the tax list of the county for the year 1891, which was done by the county commissioners, and taxes were levied by them thereon accordingly. The tax list was duly placed in the hands of the defendant, the sheriff of the coun y, and he demanded payment of the taxes, which, being refused, he threatened to collect the same by distraint. The superior court was of opinion that the tax upon the road bed and rolling stock between Halifax and Weldon was void, and enjoined the defendant from enforcing its pay. ment; but that the tax levied upon the Scotland Neck branch was valid, and vacated the preliminary restraining order against its collection. Both parties appealed to the Supreme Court, which held that the superior court had decided correctly as to the branch line, but should have also decided the road bed and rollingstock between Halifax and Weldon to be taxable; and, therefore, in that respect reversed the judgment of that court. Final judgment having been afterward entered in the superior court in accordance with the opinion and judg ment of the Supreme Court, the case again taken by plaintiff to the Supreme Court and the judgment affirmed, whereupon this writ of error was sued out. The opinion of the Supreme Court, by Clark, J., which discuss the questions involved in all their aspects, was [287] will be found reported in Wilmington & W. R. act, and the works constructed in pursuance Co. v. Alsbrook, 110 N. C. 136. Messrs. Samuel F. Phillips, Thomas N. Hill, W. H. Day, Frederick D. McKenney and George Davis, for plaintiff in error: A provision for an exemption from taxation, contained in a charter, is part of the compact, and is entitled to a sensible construction, so as to effect its obvious purpose. When there is no stipulation against taxation, there is no exemption. Piqua Branch of State Bank of Ohio v. Knoop, 57 U. S. 16 How. 369 (14: 977); Ohio Life Ins. & T. Co. v. Debolt, 57 U. S. 16 How. 416 (14: 997); Bank of Cape Fear v. Eliards, 27 N. C. 516; Gordon v. Appeal Tax Court, 44 U. S. 3 How. 148 (11: 536); Providence Bank Billings, 29 U. S. 4 Pet. 514 (7: 939); State v. Petway, 55 N. C. 396; Tomlinson v. Jessup, 82 U. S. 15 Wall. 458 (21: 205). V. Benefits to the community, which it is assumed were anticipated from the corporation, a sufficient consideration for the exemption. Home of the Friendless v. Rouse, 75 U. S. 8 Wall. 430 (19: 495); Northwestern University v. People, 99 U. S. 309 (25: 387). A sufficient consideration is presumed. Bank of Cape Fear v. Edwards, 27 N. C. 516; Mills v. Williams, 33 N. C. 558. The franchise of the company and all its property, both real and personal, no matter when or how acquired, if acquired for its corporate purposes, are not taxable for any purpose. Wilmington & W. R. Co. v. Reid, 64 N. C. 226, 80 U. S. 13 Wall. 266 (20: 569); Worth v. Wilmington &W. R. Co. 89 N. C. 291; Petersburg R. Co. v. Northampton Comrs. 81 N. C. 487. This property does not vest in the sharebolders in severalty, but is vested in them in their aggregate capacity, or it is vested in the corporation in trust for the shareholders. Moore v. Schoppert, 22 W. Va. 291; Minot v. Philadelphia, W. & B. R. Co. (Delaware R. Tax Case") 85 U. S. 18 Wall, 206 (21: 888); Union Bank v. Slate, 9 Yerg. 490; State v. Petway, 55 N. C. 464. The company is presumed by law to have constructed the branch road under its charter. It had the power to build a branch road, and one was built. It is presumed that it was build under that power and authority. Mallett v. Simpson, 94 N. C. 37, 55 Am. Rep. 595; Gudger v. Richmond & D. R. Co. 106 N. C. 481. The 19th section of the act of incorporation grants the exemption in plain terms. The charter of incorporation is a contract by statute, supported by a full and valuable considerable. The entire instrument forms one contract. The contract was mutual. The exemption was never intended to be a gratuity. It was granted solely because of the public benefit that was expected to be derived from the works, and there is no reason why it should not attach to the branch as well as the main road. State v. Massey, 4 L. R. A. 308, 103 N. C. 364. The property acquired in pursuance of the of the act, are embraced in the exemption. Petersburg R. Co. v. Northampton Comrs. 81 N. C. 487; Richmond & D. R. Co. v. Alamance Comrs. 84 N. C. 504. The property acquired for the branch road was necessarily acquired in the manner and under the provisions of the charter relating to the main road. The branch road is not a separate corporation, but one of the component parts of the company. The construction of the branch road does not make an organic change or affect the identity of the corporate body. Cheraw & S. R. Co. v. Anson Comrs. 88 N. C. 523. If the words "powers, rights and privileges" are susceptible of the construction put upon them by the defendant, the branch road is exempt. Atlantic & G. R. Co. v. Allen, 15 Fla. 637; Humphrey v. Pegues, 83 U. S. 16 Wall. 244 (21: 326); Branch v. Jessup, 106 U. S. 468 (27: 279). The powers granted to the directors, refer to the ordinary business transactions of the corporation. Chicago City R. Co. v. Allerton, 85 U. S. 18 Wall. 233 (21: 902); Trask v. Maguire, 85 U. S. 18 Wall. 408, 409 (21: 947). It is conceded that the main line is exempt from taxation. Then, if we treat the branch lines as a distinct corporation, they are exempt. Tennessee v. Whitworth, 117 U. S. 129 (29: 830). By the provisions of the Act of 1875, the charter of the Halifax & Weldon Company was surrendered. Memphis & L. R. R. Co. v. Berry, 112 U. S. 619 (28: 841). In every case of a transaction by which two corporations are united, or the property of one vests in the other, the intention of the legisla ture, to be gathered from the act, governs. United States v. Arredondo, 31 U. S. 6 Pet. 740 (8:565); Central R. & Bkg. Co. v. Georgia, 92 U. S. 665 (23: 157); Cheraw & S. R. Co. v. Anson Comers. 88 N. C. 525. The plaintiff bad the right to purchase the property aforesaid by section thirteen of the charter. It was purchased for the purpose of completing its line to Weldon. It became part of the line. Branch v. Jessup, 106 U. S. 486 (27:285); Atlantic, T. & O. R. Co. V. Mecklenburg Comrs., 87 N. C. 129, Tomlinson v. Branch, 82 U. S. 15 Wall. 460 (21:189); Minot v. Phil adelphia, W. & B. R. Co. (“Delaware R. Tax Case,") 85 U. S. 18 Wall. 206 (21: 8-8); Louisville & N. R. Co. v. Palmes, 109 U. S. 244 (27:922); Maine Cent. R. Co. v. Maine, 93 U. S. 502 (24:886). There is no analogy whatever between this and the revocation of licenses, priviliges, bounties and gratuities given to existing corporations, as in East Saginaw Salt Mfg. Co. v. East Saginaw, 80 U. S. 13 Wall. 373 (20:611); Christ Church v. Philadelphia County, 65 Ú. S. 24 How. 300 (16:602); Morawetz, Priv. Corp. 1053; West Wisconsin R. Co. v. Trempealeau County Suprs. 93 U. S. 595 (23:814); Union | miles from Wilmington to Weldon) is exempt Pass. R. Co. v. Philadelphia, 101 U. S. 528 (25:912). The Supreme Court of the United States will respect the decisions of the state courts, but will not give them a retroactive effect and allow them to impair contracts lawfully made. Ohio Life Ins. & T. Co. v. Debolt, 57 U. S. 16 How. 416 (14:997); Douglass v. Pike County, 101 U. S. 677 (25:968); Rowan v. Runnels, 46 U. S. 5 How. 134 (12:85); Burgess v. Seligman, 107 U. S. 20-33 (27:359–365); Carroll County v. Smith, 111 U. S. 556 (28:517); Pleasant Twp. v. Etna Ins. Co. 138 U. S. 72 (34:866). The question whether the privileges are in consideration of "public services" is not a judicial one, but the Legislature is the exclusive judge. Yadkin Nav. Co. v. Benton, 9 N. C. 10; Louisville Gas Co. v. Citizens Gaslight Co. 115 U. S. 684 (29:510); Newbern Bank v. Taylor, 6 N. C. 266; Charles River Bridge v. Warren Bridge, 36 C. S. 11 Pet. 420 (9:773). The Legislature is the sole judge of the ciency of consideration. from taxation does not necessarily carry with it the idea that all branches are exempt. Southicestern R. Co. v. Wright, 116 U. S. 231 (29: 626); Annapolis & E R. R. Co. v. Anne Arundel County Comrs. 103 C. S. 1 (26: 359). The grant to one company of the rights and privileges of another, for the purpose of making and using a railroad, carried with it only such rights and privileges as were essential to the operations of the company. Morgan v. Louisiana, 93 U. S. 217 (23: 860); Pickard v. East Tennessee, V. & G. R. Co. 130 U. S. 637 (32: 1051); Chesapeake & O. R. Co. v. Miller, 114 U. S. 176 (29: 121); Memphis & C. R. Co. v. Gaines, 97 U. S. 697 (24: 1091). It is difficult to see how the exemption of the shares in the hands of the stockholders exempts the property of the company. First Nat. Bank of Louisville v. Kentucky, 76 U. S. 9 Wall. 353 (19: 701); Minot v. Philadelphia, W. & B. R. Co. ("Delaware R. Tax Case"), 85 U. S. 18 Wall. 206 (21: 888); Farsuffi-rington v. Tennessee, 95 U. S. 679 (24: 558); Tennessee v. Whitworth, 117 U. S. 139 (29: 833). The constitution of North Carolina contains the provision, as follows: Piqua Branch of State Bank of Ohio v. Knouf, 57 U. S. 16 How. 369 (14:977); Ohio Life Ins & T. Co. v. Debolt, 57 U. S. 16 How. 416 (14:997). "Perpetuities and monopolies are contrary to the genius of a free State, and ought not to Messrs. R. O. Burton and Theo, F. David- be allowed." son, for defendant in error: McRee v. Wilmington & R. R. Co. 47 N. C. 186; Washington Toll Bridge Co. v. Beaufort Comrs. 81 N. C. 491; Simonton v. Lanier, 71 N. C. 503; Memphis v. Memphis Water Co. 5 Heisk. 495. The decision of the state court is based upon a construction of the contract itself. It conceded its validity, but denies that a certain class of property is within its terms. Hence the writ of error should be dismissed. The decision of the state court upon the St. Paul, M. & M. Co. v. Todd County, 142 meaning of its constitution is accepted by this U. S. 282 (35:1014). If the case in the state court was decided on grounds not involving a Federal question, but broad enough to sustain the decision, this court will refuse to entertain jurisdiction. Henderson Bridge Co. v. Henderson, 141 U. S. 679, 688 (35:900,904). Exemption from taxation should never be assumed unless the language used is too clear to admit of doubt; nothing can be taken against the State by presumption or inference. Pennsylvania R. Co. v. Canal Comrs. 21 Pa. 9, 22; Chenango Bridge Co. v. Binghamp ton Bridge Co. ("The Binghampton Bridge,") 70 U. S. 3 Wall. 51 (18:137); Wilmington & W. R. Co. v. Reid, 80 U. S. 13 Wall. 264 (20:568). court. Louisville, N. O. & T. R. Co. v. Mississippi, 133 U. S. 587 (33: 784); Gormley v. Clark, 134 U. S. 338 (33: 909); Union Bank of Chicago v. Kansas City Bank, 136 U. S. 223 (34: 341); Bucher v. Cheshire R. Co. 125 U. S. 555 (31: 795); Amy v. Watertown, 130 U. S. 301 (32: 946); Re Duncan, 139 U. S. 449 (35: 219); Leeper v. Texas, 139 U. S. 462 (35: 225). The question as to the right to build these tax exempt branch roads under the Constitution can be raised in this action. New Jersey v. Wright, 117 U. S. 648 (29: 1021). Where two or more corporations are consolidated into one by agreement under legislative sanction, the new corporation becomes entitled Unless other provisions remove all doubt of to the rights, privileges, property and franthe intention of the Legislature to include the chises of the consolidating companies, unless immunity from taxation in the term "privi-expressly restricted, and the property of each leges," it will not be so construed. Pickard v. East Tennessee, V. & G. R. Co. 130 U. S. 637 (32:1051); Chesapeake & O. R. Co. v. Miller, 114 U. S. 176 (29:121). In the exemption of "the property of the company and the shares therein" from taxation, only the main line was in the mind of the Legislature. Bank of Commerce v. Tennessee, 104 U. S. 493 (26: 810); State v. Mansfield Comrs. 23 N. J. L. 510; Raleigh & G. R. Co. v. Wake Comrs. 87 N. C. 414; Blanton v. Richmond, F. & P. R. Co. 86 Va. 618. The fact that 100 miles of main road (from Wilmington to Raleigh) which alone was expressly considered by the Legislature (or the 162 146 U. S. U. S., Boor 36. 61 is held subject to the same privileges and burdens as originally attached thereto. 4 Am. & Eng. Enc. Law, 272, note; Ches aprake & 0. R. Co. v. Virginia, 94 U. S. 218 (24: 310); Philadelphia & W. R. Co. v. Maryland, 51 U. S. 10 How. 377 (13: 461); Minot v. Philadelphia, W. & B. R. Co. (“Dela are R. Tax Case"), 85 U. S. 18 Wall. 206 (21: 888); Tomlinson v. Branch, 82 U. S. 15 Wall. 460 (21: 189); Central R. & Bkg. Co. v. Georgia, 92 U. S. 665 (23: 757); Maine Cent. R. Co. v. Maine, 96 U. S. 499, 513 (24: 836, 841). If it is true that the act allowing the merger granted immunity from taxation, there was no consideration to support the grant. Union Pass. R. Co. v. Philadelphia, 101 U. 977 [294] S. 528 (25: 912); Cooley, Const. Lim. (4th ed.)| Mr. Chief Justice Fuller delivered the opin- The jurisdiction of this court is questioned upon the ground that the decision of the Supreme Court of North Carolina conceded the validity of the contract of exemption contained in the act of 1834, but denied that particular property was embraced by its terms; and that, therefore, such decision did not involve a Federal question. In arriving at its conclusions, however, the state court gave effect to the revenue law of 1891 and held that the contract did not confer the right of exemption from its operation. If it did, its obligation was impaired by the subsequent law, and as the inquiry whether it did or not was necessarily directly passed upon, we are of opinion that the writ of error was properly allowed. New Orleans Water Works Co. v. Louisiana Sugar Ref. Co. 125 U. S. 18, 38 [31: 607, 614]. We do not regard Henderson Bridge Company v. Henderson, 141 U. S. 679 [35: 900], and St. Paul, M. & M. R. Co. v. Todd County, 142 U. 8. 282 [35: 1014], cited by defendant in error, as qualifying the rule upon this subject. In Henderson Bridge Co. v. Henderson, it was held by the Court of Appeals of Ken tucky that the city of Henderson under a certain city ordinance accepted by the bridge company had acquired a contract right to tax that part of the bridge within the city limits in consideration of rights and privileges granted the company by the ordinance, and as this interpretation justified the municipal taxation in question, and could not be reviewed by us, we declined to maintain jurisdiction. In St. Paul, M. & M. R. Co. v. Todd County, certain lands were considered by the state court as not within the exemption claimed, under the revenue law existing at its date. But in the case in hand the court passed upon the action of the authorities in virtue of a legislative act approved more than fifty years after the making of the supposed contract, and explicitly upheld the law. We are obliged, then, to consider the legal ity of this taxation in respect of the branch road proper and of the road from Halifax to Weldon. The inquiry is limited to taxation on corporate property only, though the original exemption also covered the shares of the capital stock in the hands of its shareholders. The legislature recognized the distinction between the one class and the other; and if it were conceded that all the shares should be treated as exempt, as contended, in respect of which we are called upon to express no opinion, yet the entire property of the company might or might not be exempt in the light of all the provisions of the charter with its amendments, and the terms of the authority under which it may have been acquired. The applicable rule is too well settled to require exposition or the citation of authority. The taxing power is essential to the existence of government, and cannot be held to have been relinquished in any instance unless the deliberate purpose of the State to that effect clearly appears. The surrender of a power so vital cannot be left to inference or conceded in the presence of doubt, and when the language used admits of reasonable contention, the conclusion is inevitable in favor of the reservation of the power. By its charter the Wilmington & Raleigh Railroad Company, with a capital stock of eight hundred thousand dollars, was empow ered to construct, repair, and maintain a railroad from Wilmington to Raleigh, and by its nineteenth section it was provided (the punctuation being corrected) that "the property of said company and the shares therein shall be exempt from any public charge or tax whatsoever. By section 21 branch roads were authorized, [295] the whole capital of subscribed stock not to exceed one million of dollars, and by section 22 it was provided" that all the powers, rights and privileges conferred by the preceeding sec tions upon the said company, in respect to the main road, and the lands through which it may pass, are hereby declared to extend in every respect to the said company, and the president and directors thereof, in the laying out, in the construction, and in the use and preservation of said lateral or branch road." So far from it plainly appearing from this language that the exemption from taxation was thereby extended to branch roads, it seems to us entirely clear that the words used were words of limitation, and in terms confined the powers, rights and privileges granted to those relating to the laying out, the construction, the repair, and the operation of the branches. The powers, rights and privileges conferred by the preceding sections upon the company in respect to the main road, and the lands through which it might pass embraced the rights and powers necessary for the laying out, construction, repair, maintenance, and opera tion of a railroad, including the power of eminent domain in the various forms of its exercise; in short, the positive rights or privileges, without which the branch roads could not be constructed or successfully worked, but which did not in themselves include immunity from taxation, a privilege having no relation to the laying out, construction, use, or preser vation of the road. In Annapolis & E. R. R. Co. v. Anne Arundel County, 103 U. S. 1 [26: 359], the Annapolis & Elk Ridge Railroad Company was invested with all the rights and powers nec essary to the construction and repair" of its railroad, and for that purpose was to "have and use all the powers and privilege" and be subject to the obligations contained in certain enumerated sections of the charter of the Baltimore & Ohio Railroad Company. Among these sections was one containing this provis ion: "And the shares of the capital stock of the said company shall be deemed and considered personal estate, and shall be exempt from the imposition of any tax or burthen by the states assenting to this law." It was held [296] that exemption from taxation was not one of 279-302 act of 1835 authorized a change of terminus Halifax, one hundred and fifty-four miles, and The language of the section under consideration requires the same construction, although the section relates to branch roads of the same company and not to the roads of different companies. The fact that the branches may be component parts of an organic whole; that "the subscribers for the main road and the branches shall constitute but one company, and their rights of property and estate shall be in common, and not separate," (§ 21) does not change the rule, for restrictive words cannot be wrested from their apparent meaning because used in the same charter and with regard to the creation of certain parts of one system, if those subdivisions as authorized have a separate physical existence and constitute in themselves a certain class of property. If other companies had been chartered in the language em- tion of "the main line from Wilmington to By section 33 of the act of 1834, the compleployed in these sections there could be no Raleigh within twelve years" was required, [298] question that their property would be liable to but it is insisted that this limitation had no aptaxation, and no reason is perceived for treat-plication to the branches; that as to the main ing these branches as differently situated in this regard. We cannot accede to the ingenious suggestion of counsel that section 22 was simply a provision for extending to the branches the previous provisions of the charter as to eminent domain only. The powers, rights, and privileges were those pertaining to the use as well as the construction of the branches. line its construction was a duty, but as to sity appeared to exist of specifically conferring We do not deny that exemption from taxa- was the road from Halifax to Weldon. ton Company was at liberty to run its main the point on the Roanoke river which, by elec- was exempt, but if the Halifax road after its |