"the judgment or decrees of the circuit court of appeals shall be final in all cases in which the jurisdiction is dependent entirely upon the opposite parties to the suit or controversy being aliens and citizens of the United States, or citizens of different states; also in all cases arising under the patent laws, under the revenue laws, and under the criminal laws, and in admiralty cases.' " The suits "of a civil nature, at common law or in equity," of which the circuit courts of the United States have original cognizance, are enumerated in the 1st section of the judiciary act of March 3, 1887 (24 Stat. at L. 552, chap. 873) as corrected by the act of August 13, 1888 (25 Stat. at L. 433, chap. 866). It is denied that the jurisdiction of the circuit court in the present suit depended entirely or at all upon the fact that the opposite parties were citizens of different states, and insisted 128] *that jurisdiction was entertained be cause it was a bill to set aside a foreclosure decree entered in the circuit court by consent and in pursuance of a fraudulent plan to reorganize the company, and the res was in possession of the court whether "rightfully or wrongfully." The ground of jurisdiction thus suggested is not a ground of Federal jurisdiction, but of the exercise of the power of courts of superior general jurisdiction; and it undoubtedly exists over all suits and proceedings ancillary, aux iliary, or supplemental to other suits, of which the circuit courts have cognizance as courts of the United States. appealed to this court from the decree of the circuit court of appeals against them, and the appeal was dismissed because the opposi e parties to the foreclosure suit were citizens of different states, and the decree was therefore made final by the statute. And we said: "And since, where jurisdiction would not obtain in an independent suit, an intervening proceeding may nevertheless be maintained as ancillary and supplemental under jurisdiction already subsisting, such proceeding is to be regarded in that aspect, even in cases where the circuit court might have had jurisdiction of an independent action. Here, as we have said, the jurisdiction of the circuit court was invoked in the first instance by the tiling of the bill, and it was under that jurisdiction that appellee intervened in the case, and that jurisdiction depended entirely upon diverse citizenship. . . . If the word 'controversy' added anything to the comprehensiveness of the section, the fact remains that the exercise of the power of disposition over this intervention, whether styled suit or controversy, was the exercise of power invoked at the institution of the main suit, and it is to that point of time that the inquiry as to the jurisdiction must necessarily be referred. Colorado Cent. Consol. Min. Co. v. Turck, 150 U. S. 138 (87: 1030]. Nor can the conclusion be otherwise because separate appeals may be allowed on such interventions. Decrees upon controversies separable from the main suit may indeed be separately reviewed, but the jurisdiction of the circuit court over such controversies is not, therefore, to be ascribed to grounds independ ent of jurisdiction in the main suit." Rouse v. Letcher was followed in Gregory v. Van Ee, 160 U. S. 643 [ante, 566], and it was there observed: The character of this jurisdiction is thus treated by Mr. Justice Miller in Milwaukee & M. R. Co. v. Soutter, 69 U. S. 2 Wall. 609, 633 [17: 886, 895], where, speaking for the court, he said: "It is not a question whether the proceeding is supplemental and ancillary or is independent and original, in the sense of the "The circuit courts of the United States rules of equity pleading; but whether it is sup- have cognizance of suits as provided by the plemental and ancillary, or is to be considered acts of Congress, and when their jurisdiction entirely new and original, in the sense which as Federal courts has attached, they possess this court has sanctioned with reference to the and exercise all the powers of courts of supeline which divides the jurisdiction of the Fed- rior general jurisdiction. Accordingly, they eral courts from that of the state courts. No entertain and dispose of interventions and the one, for instance, would hesitate to say that, like on familiar and recognized princi- [130 according to the English chancery practice, a ples of general law and practice, but the ground bill to enjoin a judgment at law is an original on which their jurisdiction as courts of the Unitbill in the chancery sense of the word. Yet ed States rests is to be found in the statutes, this court has decided, many times, that when and to that source must always be attributed. a bill is filed in the circuit court, to enjoin a Manifestly, the decree in the main suit cannot judgment of that court, it is not to be consid-be revised through an appeal from a decree ered as an original bill, but as a continuation on ancillary or supplemental proceedings, thus of the proceeding at law; so much so that the accomplishing indirectly what could not be court will proceed in the injunction suit without done directly. And even if the decree on such actual service of subpoena on the defendant, proceedings may be in itself independent of and though he be a citizen of another state, the controversy between the original parties, if he were a party to the judgment at law." yet if the proceedings are entertained in the circuit court because of its possession of the subject of the ancillary or supplemental application, the disposition of the latter must partake of the finality of the main decree, and cannot be brought here on the theory that the circuit court exercised jurisdiction independently of the ground of jurisdiction which was originally invoked as giving cognizance to that court as a court of the United States." In Rouse v. Letcher, 156 U. S. 47 [39: 341], we have already adjudged that the 6th section authorizes no appeal to this court from a decree of a circuit court of appeals in an ancillary or supplemental suit or proceeding in the circuit court, where the jurisdiction of that court in the main or original suit depends entirely upon the parties being citizens of different states. In that case the main foreclosure suit 129]was between *citizens of different states, and receivers had been appointed. A proceeding by intervention was afterwards instituted in the circuit court against the receivers, who Complainants and defendants in the bill under consideration were not all citizens of different states and the jurisdiction of the circuit court over the suit did not purport to be founded upon diverse citizenship. Independently, therefore, of the foreclosure suit, the decree in which was sought to be impeached, the bill was not sustainable in the circuit court. It is very well settled that a bill in equity by a corporation or the stockholders of a corporation in the circuit court to set aside a final decree of that court against the corporation in a foreclosure suit upon the ground that such a decree was obtained by collusion and fraud, and the court had no jurisdiction to make it, is an ancillary suit and a continuation of the main suit so far as the jurisdiction of the circuit court as a court of the United States is concerned. Milwaukee & M. R. Co. v. Soutter, 69 U. S. 2 Wall. 609 [17: 886]; Krippendorf v. Hyde, 110 U. S. 276 [28: 145]; Pacific R. Co. v. Missouri P. R. Co. 111 U. S. 505, 522 [28: 498, 504]. The bill in the latter case was brought in the circuit court for the eastern district of Missouri by a corporation, a citizen of Missouri, against another corporation, also a citi zen of Missouri, other citizens of Missouri, and others, alleging fraud and collusion in the 131] original foreclosure suit and praying that the decree of foreclosure and sale be set aside. Mr. Justice Blatchford, delivering the opinion of the court, said: "The bill falls within recognized cases which have been adjudged by this court, and have been recently reviewed and reaffirmed in Krippendorf v. Hyde, 110 U. S. 276 [28: 145]. On the question of jurisdiction_the suit may be regarded as ancillary to Pacific R. Co. v. Ketchum, 101 U. S. 289 [25: 932], so that the relief asked may be granted by the court which made the decree in that suit, without regard to the citizenship of the present parties, though partaking so far of the nature of an original suit as to be subject to the rules in regard to the service of process which are laid down by Mr. Justice Miller in Pacific Railroad v. Missouri P. R. Co. 1 McCrary, 647. The bill, though an original bill in the chancery sense of the word, is a continuation of the former suit, on the question of the jurisdiction of the circuit court. Milwaukee & M. R. Co. v. Soutter, 69 U. S. 2 Wall. 609, 633 [17: 886, 895]." The same principle was applied to a bill by the stockholders of a corporation filed for the purpose of impeaching a decree of foreclosure and sale, by Mr. Justice Jackson, then circuit judge, in Foster v. Mansfield, C. & L. M. R. Co. 36 Fed. Rep. 628, in the circuit court for the northern district of Ohio, where he said: when the corporate management, after proper demand, refuse or fail to act in the matter." The decree in that case was affirmed by this court (146 U. S. *88 [36: 899]), and there 132 is a marked resemblance between the bill exhibited there and that before us. We regard it as not open to argument that the jurisdiction of the circuit court, as a court of the United States, over this suit, rested on the jurisdiction of that court over the suit in which the decree of May 4, 1888, was rendered, and we think it clear that that jurisdiction depended entirely upon diverse citizenship. The bill in No. 201 was filed by the Farmers' Loan & Trust Company, trustee, a citizen of New York, against the Houston & Texas Central Railway Company, a citizen of Texas, April 24, 1886, to foreclose the general mortgage, and no other party was named as defendant. The ground of Federal jurisdiction was diverse citizenship. How efficacious a decree could have been rendered in that cause, if it had stood alone, we need not consider, nor inquire when persons who might be considered necessary parties may be dispensed with as such. It may be noted, however, that the general mortgage was the last mortgage, and prior encumbrancers, the validity of whose encumbrances is not drawn in question, are not indispensable parties to a bill to foreclose a mortgage so situated. Hagan v. Walker, 55 U. S. 14 How. 29, 37 [14: 312, 316]; Jones, Mortg. § 1439. The bills in Nos. 198 and 199 were filed by Easton and Rintoul, trustees, citizens of New York, January 21, 1886, against the Houston & Texas Central Railway Company and Benjamin A. Shepherd, trustee, both citizens of Texas, to foreclose the main line first mortgage and the Western Division first mortgage, and it was alleged that the Farmers' Loan & Trust Company, trustee, under subsequent mortgages, should be made a party defendant and brought in by the order and direction of the court, in view of the fact that the property was in the circuit court's possession, and complainants had therefore been obliged to institute their suit therein. These cases were consolidated by the order of May 26, 1886, the parties being arranged, for the purposes of jurisdiction, on the one side or the other of the matters in dispute, as indicated in Pacific R. Co. v. Ketchum, 101 U. S. 289 [25: 932], and, unless that order is to be disregarded, the ques [133 tion whether either case lacked an indispensable party became immaterial. Thereafter cross bills and answers were filed as has been stated. The jurisdiction over these three separate suits and over the consolidated cause depended entirely upon diverse citizenship, and if maintainable as to either of them, could be maintained as to all by reason of lawful possession "There is no want of jurisdiction growing out of the fact that some of the defendants to the present suit are citizens of the same state (Ohio) with the complainant, inasmuch as this suit may properly be regarded as ancillary or supplemental to the original suit in which the decree complained of was made. It is well settled that in such cases suit may be main-of_the_res. tained without regard to the citizenship of the parties. Milwaukee & M. R. Co. v. Soutter, 69 U. S. 2 Wall. 609 [17: 886]; Krippendorf v. Hyde, 110 U. S. 276 [28: 145]; Pacific R. Co. v. Missouri P. R. Co. 111 U. Š. 505 [28: 498]. It is also well settled that a shareholder may interpose and set the machinery of the law in motion for the protection of corporate rights, or the redress of corporate wrongs, In No. 185 the Southern Development Company, a corporation and citizen of California, filed its bill against the railway company as a corporation and citizen of Texas, February 16, 1885, the jurisdiction resting upon diverse citizenship, and in that suit the court appointed receivers February 20, 1885, and took and retained possession of the property under that receivership up to May 26, 1886, when it was 4. transferred to the receivers appointed in the consolidated cause, who thereby became receivers under each of the separate bills so consolidated, all of which had in fact been filed long after the property was in the possession of the court. Certainly, possession under one or the other of these bills drew to the court the The exemption from taxation of stock of a bank, upon payment of an annual tax of † of 1 per cent upon each share, which shall be in lieu of all other taxes, does not grant exemption to the surplus belonging to the bank, as the surplus is distinct property from the capital stock. [Nos. 668, 669.] 2, 1896. right to decide upon conflicting claims to the Argued January 20-22, 1896. Decided March ultimate possession and control of the property, to marsbal all liens upon it, and to enforce them. Morgan's L. & T. R. & S. S. Co. v. Texas O. R. Co. 187 U. S. 171, 201 [34: 625, 635]. We conclude, therefore, that as the jurisdiction of the circuit court for the eastern district of Texas as a court of the United States was invoked throughout the litigation upon the ground of diverse citizenship, and as this bill must be regarded as ancillary, auxiliary, or supplemental to the foreclosure suit, or, as it were, in continuation thereof, the decree of the circuit court of appeals was made final by the 6th section of the act of March 3, 1891, and the appeal to this court from that decree will not lie. Appeal dismissed. Mr. Justice Peckham was not a member of the court when this motion was submitted, and took no part in its disposition. IN ERROR to the Supreme Court of the State of Tennessee to review a judgment of that court in favor of the State in each of two suits in equity brought by the State for the use of the City of Memphis in the one case, and for the County of Shelby in the other, against the Bank of Commerce et al. to recover the amounts of certain taxes alleged to be due such city and county. Reversed as to so much of the judgment as is against the shareholders. The facts are stated in the opinion. Messrs. William H. Carroll, R. J. Morgan, T. B. Turley, and L. B. McFar land, for plaintiffs in error: A grant whereby the corporators, their associates and successors, in the plaintiff in error corporation, are invested with the immunities and subjected to the liabilities given to the Gayoso Savings Institution imposes upon such corporators, their associates and successors, the liability to pay the annual excise or tax as a consideration for the exercise of the franchises annexed to the grant of that institution, and 134] BANK OF COMMERCE and JAMES entitles them to the exemption from all other A. OMBERG, Plffs. in Err., v. STATE OF TENNESSEE for the Use of the CITY OF MEMPHIS. taxes, for the annual excise is stipulated to be in lieu of all other taxes. Farrington v. Tennessee, 5U. S. 679 (24: 558); Gordon v. Appeal Tar Court, 44 U. S. 3 How. 133 (11: 529); State v. Butler, 15 Lea, 107; BANK OF COMMERCE and JAMES A. OM-State, Memphis, v. Butler, 86 Tenn. 614: Mem BERG, Plffs. in Err., v. pis v. Union & P. Bank, 91 Tenn. 555; New Jersey v. Yard, 95 U. S. 116 (24: 355); Piqua STATE OF TENNESSEE and the COUNTY Branch of State Bank v. Knoop, 57 Ú. S. 16 OF SHELBY. (See 8. C. Reporter's ed. 134-148.) Exemption from taxation—bank stock-state decision-exemption of surplus. 1. A charter of a bank which gives it a lien on its stock for debts due it by stockholders, and provides that it "shall pay to the state an annual tax of of 1 per cent on each share of capital stock, which shall be in lieu of all other taxes," constitutes an exemption of the stock in the hands of shareholders from any other tax than that thus imposed by the charter. 2. A subsequent revenue law of a state which imposes an additional tax on the shares of stock of such bank in the hands of shareholders impairs the obligation of the contract and is void. How. 369 (14: 977); Dodge v. Woolsey, 59 U. S. 18 How. 336 (15: 402); Jefferson Branch Bank v. Skelly, 66 U. S. 1 Black, 448 (17: 179); Society for Savings v. Coite, 73 U. S. 6 Wall. 594 (18: 897); Home Ins. Co. v. New York, 119 U. S. 144 (30: 350); Taylor v. Secor ("State R. Tax Cases") 92 U. S. 575 (23: 663). The proviso to the 3d section of chapter 26 of the Extra Session Acts of 1891, and the 10th subdivision of § 7 of chap. 2 of the Session Acts of 1887, which the supreme court of the state of Tennessee held to be valid laws, authorizing the assessment and taxation of surplus and undivided profits in the Bank of Commerce, are repugnant to the contract provision of the Constitution of the United States, because they impair the obligation of that contract, which the state of Tennessee made with 8. The decision of a state court in favor of an ex-it and its shareholders on the 29th of February, emption from taxation, claimed by a bank by virtue of a contract with the state, is not subject to review by the Supreme Court of the United States under U. S. Rev. Stat. § 709. NOTE.-That taxation of stock or shares in corporation does not impair obligation of contracts; taxation of shares of national banks and other corporations, see note to Providence Bank v. Billings, 7: 939. 1856. As to exemption from taxation; whether a con- 23: 99. 627; Pollock v. Farmers' Loan & T. Co. 157 U. If the decision in Farrington v. Tennessee, 95 U. S. 679 (24: 558), is to be considered as controlling, the charter tax in question is laid upon the shares of stock, and the exemption is of the shares alone; the capital stock and franchises of the defendant bank are taxable, under the rulings of that case. The commuted charter tax is to be paid by the corporation on the capital stock, and the exemption is of that subject of taxation alone. Farrington v. Tennessee,95 U. S. 679 (24: 558); Memphis v. Farrington, 8 Baxt. 539; Memphis &C. R. Co. v. Gaines, 97 U. S. 697 (24: 1091); Tennessee v. Whitworth, 117 U. S. 129 (29: 830); Minot v. Philadelphia, W. & B. R. Co. (Delaware Railroad Tax") 85 U. S. 18 Wall. 206 (21:888); Vicksburg, S. & P. R. Co. v. Dennis, 116 U. S. 665 (29: 770). tained the following provision: "Said institu tion shall bave a lien on the stock for debts due it by the stockholders before and in preference to other creditors, except the state for taxes; and shall pay to the state an annual tax of of 1 per cent on each share of capital stock, which shall be in lieu of all other taxes." It alleged that notwithstanding the above provision, there had been assessed upon the stock certain amounts, alleged to be due for taxes, for the years 1887 to 1890, inclusive, by virtue of chapter 2 of the general tax laws of the state for the year 1887, and chapter 104 of the laws of 1889, and in the amended supplemental bill an additional sum was claimed for the taxes from 1891 to 1894, inclusive, under the abovementioned acts. The bill also made claim to recover the ad valorem taxes on the surplus and undivided profits of the plaintiff in error bank for the years 1892, 1893, and 1894, under the proviso contained in § 3 of chapter 26 of the Extra Session Acts of 1891, the proviso reading: "Provided, That the surplus and undivided profits in such bank, banking associa tion, or other corporation shall be assessable to said bank or other corporation, and the same I shall not be considered in the assessment of the stock therein." All the material allegations necessary to show a valid and legal assessment upon the stock were set forth in the bill, unless the provision in the charter of the bank above alluded to prevents the assessment of such stock or shares of stock in the hands of shareholders in any other way or for any other sum Cairo & F. R. Co. v. Hecht, 95 U. S. 170 than that stated in the charter. The bill also (24: 423); Ex parte North East & S. W. A. R. alleged that complainant was advised that the Co. 37 Ala. 679; Howard v. Kentucky & L. capital stock in a corporation and shares of Mut. Ins. Co. 13 B. Mon. 282; Bank of Colum-stock in the hands of shareholders were separate bia v. Okely, 17 U. S. 4 Wheat. 245 (4: 561); Aspinwall v. Daviess County Comrs. 63 U. S. 22 | How. 376 (16: 299); Memphis & L. R. R. Co. v. Berry, 112 U. S. 621 (28: 841); Chicago City R. Co. v. Allerton, 85 U. S. 18 Wall. 235 (21: 903); State v. Bull, 16 Conn. 179; Dartmouth College V. Woodward, 17 U. S. 4 Wheat. 688 (4: 671); Frost v. Frostburg Coal Co. 65 U. S. 24 How. 278 (16: 637); Trask v. Maguire, 85 U. S. 18 Wall. 391 (21: 938); Memphis v. Memphis City Bank, 91 Tenn. 574. The surplus is taxable in any event. However the general question of charter exemption may be determined, the capital stock paid in, or the shares of stock of the defendant bank subscribed and issued since the adoption of the state Constitution on the 5th of May, 1870, is or are taxable. Mr. Justice Peckham delivered the opinion of the court: These are writs of error to the supreme court of the state of Tennessee, sued out by the plaintiffs in error for the purpose of reviewing the judgment of the state court in favor of the state in each case. They are both of them suits in equity brought by the state for the use of the city of Memphis in the one case, and by the state and the county of Shelby in the other, for the purpose of recovering the amounts of certain taxes alleged to be due the city of Mem135] phis and the county of Shelby for various years, commencing in 1887. The suits are substantially alike and involve the same ques tions, and the decision of the one will be the decision of the other. In the further discussion it will only be necessary to refer to the first case. The bill, after it was amended, set forth the material facts necessary to raise the questions berein involved. It alleged the incorporation of the bank in 1856, and in its charter was con and distinct subjects of taxation, and that in the *absence of any exemption clause it was[136 within the power of the state, without subjecting such legislation to the objection of double taxation, to have taxed both the capital stock of the corporation and the shares of stock in the hands of the stockholders; that the charter tax, bonus, or whatever else it may be called, of of 1 per cent to be paid to the state is a tax upon the shares of stock, and that the language "in lieu of all other taxes" means in lieu of all other taxes on the shares of stock, and that it has no effect to exempt the capital stock of the corporation from taxation. The question of law whether the capital stock is subject to ad valorem taxes or the shares of stock in the hands of the shareholders was submitted to the court for determination. The bill also sets forth that after the adoption of the Constitution of Tennessee of 1870 (on the 4th day of May in that year) the capital of the bank had been increased from either $60,000, or from $200,000, to $1,000,000, and the plaintiffs allege that the new stock, whatever may be the amount thereof, aside from all other questions, is taxable. To the original bill a demurrer was filed upon the ground that the general tax laws, under which the taxes against the bank or its shareholders were assessed and sought to be collected, were violative of the contract provision of the Constitution of the United States. The demurrer was overruled with leave to the defendants to rely on it in their answer. Tuereupon a stipulation was made, in each case fixing the basis of the reassessments for the years 1891 to 1894, inclusive, waiving the necessity for the discovery of the shareholders in the bank upon the bank's agreeing "that for the purposes of this case the shares of stock in the name of J. A. Omberg shall be taken as validly and legally assessed for the years aforesaid." It was further stipulated "that any liability that might be adjudged against Mr. Omberg as a shareholder in such corporation should be treated as establishing a like liability of all the shareholders therein, and that for such liability of all the shareholders as thus established a decree should be entered against the corporation, the said corporation consenting that complainants have a decree against it for 137]*any liability for taxes that may be here in established against the shareholders." The stipulation between the parties was that the defendant J. A. Omberg should, for the purpose of testing the liability of the shareholders for taxes, be considered and treated as a representative of all the shareholders, and that a liability decreed against him for taxes due as a shareholder should be considered as the liabil. ity of all the shareholders duly established, and that a decree in favor of complainants should be entered against the bank and against its unknown shareholders. The claim of the state seems to have been in the alternative, that either the corporation was liable for the taxes assessed under the general laws above referred to, or else that the shareholders were, and the bill was framed with the idea of obtaining a final decision in regard to which of the two parties was liable without making it necessary to commence two actions for that purpose. The defendants, *the [140 bank and shareholders, claimed entire exemption from all taxes upon either the corporation or the shareholders, other than the taxes imposed in the charter. In support of its claim that the correct construction of the charter clause, as now presented, is that the charter tax was laid on the capital stock, and that it was exempted from further taxation, and that the shares of stock were subject to general taxation, counsel for the state refer to the decision in the case of Farrington v. Tennessee, 95 U. S. 679 [24: 558]. In that report, at page 681 [558], Mr. Justice Swayne quotes the exemp tion clause of the charter in question as taken from the record in that case as follows: "That the said company shall pay to the state an annual tax of of 1 per cent on each share of the capital stock subscribed, which shall be in lieu of all other taxes." A full and correct quotation of the clause (which is in reality the same in both cases) has already been given, but it may be repeated here. It is as follows: "Said institution shall have a lien on the stock for debts due it by the stockholders before and in preference to other creditors, except the state for taxes; and shall pay to the state an annual tax of of 1 per cent on each share of capital stock, which shall be in lieu of all other taxes." The record from which Mr. Justice Swayne made his quotation omitted the prior portion of the clause just set forth, and counsel for the state herein claim that the decision in the Farrington. Case, by this court, which held "that the exemption was a contract between the state and the bank limiting the amount of tax on each share of stock, and that a subsequent revenue law of the state which imposed additional taxes on the shares in the hands of the shareholders impaired the obligation of the contract and was void," was not decisive of this case. The difference between the provision as quoted by Mr. Justice Swayne and the actual provision is, as counsel claim, material, and must lead to different reThe errors assigned are: (1) That the su-sults, because the first quotation was misleadpreme court of Tennessee erred in adjudging a liability of the shareholders in the Bank of Commerce to pay to the state of Tennessee or to the county of Shelby or to the city of Memphis ad valorem taxes on their shares of stock for the years specified, because, as is alleged, the shareholders are thereby deprived of the immunity from taxes guaranteed to them by the contract contained in the charter of the Bank of Commerce, and that the general 138] tax laws *affirmed to be valid against them are repugnant to the Constitution of the United States. (2) For the like ground error is assigned to so much of the decree as denies to the plaintiff in error, the Bank of Commerce, an exemption from taxation on its surplus and undivided profits, notwithstanding its exemption therefrom under its charter provision. The case thereupon was heard upon the amended and supplemental bills, the stipula tions above spoken of, which were filed, and the demurrer of the defendants which raised the question that the tax laws under which these taxes were sought to be collected against it and its shareholders were void, because in conflict with U. S. Const. art. 1. § 10. The chancellor before whom the case was tried was of opinion that the demurrer was well taken, and accordingly dismissed the bill of complaint. The supreme court of the state of Tenne: see reversed this decree of dismissal and held, first, that the owners of shares of stock in the Bank of Commerce were thus liable for ad valorem taxes to the city of Memphis; and, second, that the bank was liable for ad valorem taxes to the city for the years 1892 to 1894, in clusive, on its surplus and undivided profits. Judgment was entered accordingly, and the plaintiffs in error, the Bank of Commerce and J. A. Omberg, have sued out this writ of error to obtain a review of the judgment by this court. ing, and the record did not state the whole clause. It was upon this assumed difference that the supreme court of Tennessee, in this case, came to the conclusion it did, and held that the *charter tax was on the capital stock[141 and the exemption from further taxation was an exemption of that stock, and that the shares of stock were, in the hands of the shareholders, subject to general taxation. As this court in the Farrington Case has held that the charter tax was laid on the shares of stock, and that the same were not subject to other or further taxation, the Tennessee court acknowledged the controlling force of that decision upon the case then before it, provided the question was the same or in substance the same as was considered and decided in the Farrington Case. The state court then proceeded to point out in its opinion what it considered to be the mate |