termined only in the then existing way. There was nothing in the terms of that contract to prevent the state from committing the final determination of the question of benefits to the city council rather than leaving the matter of ascertainment to a jury; and whether the charges are called "special taxes" or "special assessments," and by whatever tribunal or by whatever mode the question of benefits may be determined, the fact remains that the charges are for a local improvement, and cast upon the contiguous property, upon the assumption that it it has received a benefit from such improvement, which benefit justifies the charge. The charges here are not taxes proper, are not contributions to the state or to the city for the purpose of enabling either to carry on its general administration of affairs, but are charges only and specially for the cost for a local improvement supposed to have resulted in an enhancement of the value of the railroad company's property. It is not in lieu of such charges that the company pays annually the stipulated per cent of its gross revenues into the state treasury. We see no error in the rulings of the Supreme Court of Illinois, and its judgment is affirmed. Mr. Justice BLATCHFORD took no part in the decision of this case. Exemption from Taxation-Assessments for Local Improvements.-In Illinois Cent. R. Co. v. City of Mattoon, (Ill., March 26, 1892,) 30 N. E. Rep. 773, it was held that a provision in a railroad charter exempting the company from taxation does not relieve its real property from liability for special taxes levied to pay for focal improvements-following Illinois Cent. R. Co. v. Decatur, 126 Ill. 92, 37 Am. & Eng. R. Cas. 395. And this is the general rule. Sheehan v. Good Samaritan Hospital, 50 Mo. 155; State v. Newark, 35 N. J. L. 157; State v. Jersey City, 36 N. J. L. 56. Although it has been held in Wisconsin that a clause in the charter of a railroad company exempting it "from taxes and assessments," or "from taxation for any purpose whatever," exempts it from local assessments. Brightman v. Kivner, 22 Wis. 54; and see First Div. St. Paul & P. R. Co. v. St. Paul, 21 Minn. 526. But a clause providing that "no tax or impost" shall be assessed other than as stipulated does not apply to local assessments. State v. Elizabeth, 37 N. J. L. 330; State v. Jersey City, 42' N. J. L. 97, 1 Am. & Eng. R. Cas. 406. COMMONWEALTH v. NASHVILLE, CHATTANOOGA & ST. LOUIS R. Co. (Kentucky Court of Appeals, Oct. 25, 1892.) Taxation-Exemption—Lease Equivalent to Sale of Road.—Where a railroad company, exempt by its charter, from taxation, absolutely transfers its property for one thousand years under the guise of a lease to another company in consideration of the latter company completing the road, and no provision is made for the reversion of the property, the right of exemption from taxation is extinguished. APPEAL from Franklin circuit court. W. J. Hendrick and Reid Rogers, for the commonwealth. H. A. Tyler, for appellee. BENNETT, J.--It appears by the agreed facts in this case that by an act of the legislature of this state the Case stated. Hickman & Obion Railroad Company was incorporated in 1854; that section 24 of said act provided "that all persons residing in this state and owning stock in said road shall give said stock in for taxation under the equalization laws of this state from and after the completion of the road, but no further tax shall be imposed on said company or road;" that the said road was thereupon partly constructed by the Hickman & Obion Company; that afterward said road was leased to and consolidated with the Nashville & Northwestern Railroad Company. By the agreements of November 13, 1855, and of January 19, 1856 (the latter supplemental only), the Hickman & Obion road leased to the Nashville & Northwestern Railroad Company for the period of 1000 years the exclusive right of transporting and conveying passengers and freight over its said road, together with the depot grounds, road-bed, bridges, culverts, materials, privileges, and its assets after the payment of its debts; the latter to be used by the said Nashville & Northwestern Railroad Company in the completion of the said Hickman & Obion road. The 50,000 coupon bonds issued to the Hickman & Obion Railroad Company were transferred to the Nashville & Northwestern Railroad Company, and that company issued its own stock to the Hickman & Obion in lieu thereof. any other stock due the stockholders of the Hickman & Obion Company was to be surrendered, and stock issued for it in Also the name of the Nashville & Northwestern Company. Also the Hickman & Obion Company was not required to keep up its organization longer than was necessary to settle its indebtedness. All of its rights and privileges were completely merged in the Nashville & Northwestern Company. And the consideration for all of this was that the Nashville & Northwestern Company was to complete the Hickman & Obion road within a specified time. Thereafter, by a proceeding of the chancery court for Davidson County, Tenn., foreclosing a mortgage that the state of Tennessee held on the Nashville & Northwestern Company, the said road, including the lease, was sold, and certain persons bought it, which sale was confirmed; and thereafter they sold the road and lease to the appellee, the Nashville, Chattanooga & St. Louis Railroad Company. It has had the exclusive control and operation of said road, including the part lying in this state, ever sincea period of over 20 years. In an action by the state against the appellee to recover taxes on that part of the road lying in this state, the appellee resists the right of the state to the taxes upon the grounds that, by said act of the legislature, that part of the Hickman & Obion road lying in this state was exempt from taxation. Admitting that said exemption was a personal privilege which could not be vested in another by sale, unless expressly authorized by statute, which it is not contended is the case here, there was not a sale of the Hickman & Obion road, but only a lease to and consolidation with the Nashville & Northwestern Company, which was not such a transfer of the title of the Hickman & Obion road as to defeat the personal privilege of exemption from taxation Exemption lost by lease of road. Now, it is true, where two or more railroads are consolidated into one united line and one company by authority of law, each 'retaining its right of property, privileges and exemptions, but uniting into one line and one company for business advantages, such consolidation does not deprive either of the privileges and exemptions given it by its charter, but the same exist and belong to each, notwithstanding the consolidation. See 2 Rorer, R. R., p. 1501; also the authorities cited by the appellee to the same effect. On the other hand, if the several companies are not authorized by law to transfer their property to and consolidate it into one new company, each retaining its chartered privileges and exemptions, and such companies transfer all their property to and consolidate it with a new company, such transfer creates a new corporation, and is equivalent to a sale of the companies' property to the new corporation, which will have the effect of depriving each company of any exemptions from taxation that may be contained in its charter, and of denying the same to the new company, because, as said, it parts with the title to its property to the new company; and, the exemption being a personal privilege, it does not follow the transmutation of the title to the property, unless expressly authorized by law. See Com. v. Masonic Temple Co., 87 Ky. 349, 20 Am. & Eng. Corp. Cas. 615; Railway Co. v. Berry, 113 U. S. 465, 41 Ark. 509. In this case there was a complete transfer and surrender of all the Hickman & Obion property to the Nashville & Northwestern Company, in consideration of the latter's completing the former's road within a certain time. Now as to the lease of the Hickman & Obion property to the Nashville & Northwestern Company, did the lease carry with it the exemption of the Hickman & Obion property from taxation in the hands of the lessee? We think it did not; for it is well settled that, where the lease is equivalent to a sale of the property, the right of exemption from taxation is, for the reasons indicated, extinguished. Here, as said, there was an absolute transfer of the Hickman & Obion property for 1000 years, in consideration of completing the road within a certain time, and no provision made for the reversion of the property. It seems to us that such transfer was equivalent to a sale, or, at least, it was such transfer of property as would defeat the exemption taxation. See Huck v. Railroad Co., 86 Ill. 352. Therefore, to view the transaction as a consolidation or lease or both, the right to exemption from taxation was defeated thereby; and as the appellee is operating said road, presumably rightfully, and as the right of exemption was extinguished by the transactions indicated, it must pay the taxes demanded. The judgment is reversed, with directions for further proceedings consistent with this opinion. Exemption from Taxation-Intention of Legislature.-A legislature will not be held to have surrendered the taxing power, unless its intention to do so is expressed in unmistakable terms. New Orleans City & L. R. Co. v. City of New Orleans, 143 U. S. 192. Same-Property not Used for Railroad Purposes. In Fargo & S.W. R. Co. v. Brewer, (N. Dak., Aug. 9, 1892,) 53 N. W. Rep. 177, it was held that chapter 99, of the Laws of 1883, known as the "Gross-earnings Law," did not exempt from taxation property of a railroad company not embraced in any land-grant and not used for railroad purposes. The court said: "This statute provides that, in lieu of any and all other taxes upon any railroad, except railroads operated by horse-power within this territory, or upon the equipments, appurtenances, or appendages thereof, or upon any other property situated in this territory belonging to the corporation owning or operating such railroads, or upon the capital stock or business transactions of such railroad, there shall hereafter be paid into the treasury of the territory a percentage of all the gross earnings of the corporation owning or operating such railroad, arising from the operation of such railroad as shall be situated within this territory, as hereinafter stated.' The balance of the act fixes the percentage to be paid, and relates to matters of detail not important to the point under consideration. If the real estate assessed had been a portion of a land-grant to the plaintiff, there might have been force in the contention that the law did in fact exempt it from taxation. But there is no pretence that the land assessed was of that character, nor is it claimed that the land was purchased or used for railroad purposes. It consisted of lots in the city of La Moure, and had no connection with the operation of plaintiff's road. Despite the broad language of the statute, we are of opinion that such property was not intended to be exempted from taxation. The authorities are unanimous on the point. The reasoning on which the cases rest is satisfactory to our minds. We will not state the reasons for the doctrine which these cases enunciate, but content ourselves with citing them in support of our decision that the lands, not being used for railroad purposes, were not exempted from taxation by the act referred to. State v. Commissioners, 23 N. J. Law, 510; Cook v. State, 33 N. J. Law, 474; State v. Flavell, 24 N. J. Law, 370; Bank v. State, 104 U. S. 493; State v. Fuller, 40 N. J. Law, 328; County of Todd v. Railroad Co. (Minn.), 36 N. W. Rep. 109; Ford v. Land Co., 43 Fed. Rep. 181; County of Ramsey v. Railroad Co. (Minn.), 24 N. W. Rep. 818." Exemption of Railroad Property from Taxation for Local Purposes.-In Pennsylvania land and stables belonging to a street railway company, and the horses, cars and vehicles therein, used only in the business of carrying, according to the company's corporate power, and appurtenant and indispensable thereto, are not subject to taxation for local purposes. Northampton County v. Easton, S. E. & W. E. P. R. Co., (Pa., March 28, 1892,) 23 Atl. Rep. 895. NEW ORLEANS CITY & LAKE R. Co. v. CITY OF NEW ORLEANS et al. (Louisiana Supreme Court, Dec. 19, 1892.) Taxation-Valuation of Franchise-Earning Capacity.-The earning capacity of the franchises of a New Orleans city railroad corporation is the true and statutory basis of their assessment for taxation. APPEAL from civil district court, parish of Orleans. E. A. O'Sullivan, City Atty., for appellee city of New Orleans. R. Lyons (Wynne Rogers, of counsel), for appellee tax-collector. WATKINS, J.-This suit is to obtain a reduction of an assessment made for the year 1891 upon the franchises of plaintiff company; that is to say, of its right to maintain and operate |