Samuel Gordon, Plaintiff in error, v. The Appeal Tax Court; James Cheston, Plaintiff in error, v. The Appeal Tax Court

Samuel Gordon, Plaintiff in error, v. The Appeal Tax Court. James Cheston, Plaintiff in error, v. The Appeal Tax Court. The charter of a hank is ¿'franchise, which is not taxable, as such, if a price has been paid for it, which the legislature accepted. - But the corporate property of the bank'is separable from the franchise,and may be tkxed, unless there is a special agreement to the contrary. The legislature of Maryland, in 1821, continued the charters of several banks to' 1845, upon condition/that they would.make a road and pay a- school tax. This would have exempted their franchise, but not their property, from taxation. But another clause hr the law. provided, that upon any of the' aforesaid banks accepting of and complying with the terms and conditions of the act,-the faith of the state was pledged not to impose'.any-further tax or burden upon them during the continuance of their charter's under the act. ■ This was a contract relating to something beyond the.franchise, and exempted. tha'stockholders from a tax levied upon them as individuals, according to the amount of their stock. These were kindred cases; -brought up by writ of error from the Court of Appeals of the state of Maryland, under the 25th section of the Judiciary Act of 1789. The first case depended upon the constitutionality of a tax imposed by the legislature of Maryland in 1841, it being alleged to bein' violation of a contract made by the legislature in 1821; and, the second depended upon the same circumstance, with .the addition that .the plaintiff in error was-entitled tp the benefit of the same contract, by virtue.of an act of the-General Assembly, passed in 1834. ■ The facts in the case were these:— ' At November.session, .1804, the legislature of Maryland incorpo- • rated the Union Bank of Maryland. Samuel Gordon, the plaintiff in error in the first casé, was, at the institution, of the suit below,',a stockholder in this bank. No bonus was required to be-paid to the state, but five thousand shares-were reserved for the use and' benefit of the state of Maryland, to .be subscribed for by the state, when desired by the -legislature thereof. The charter was to last until 1816. At the session of 1812. the legi§latu're„passedjmact, entitled “An act to incorporate a company to -make a turnpike road leading to Cumberland, and for the extension of the charters of the several banks in'this state, and for other purposes.’’ It proposed to extend the charters of the banks to 1835, upon condition, that they would subscribe for as much stock as would raise a fijnd necessary and suf- ' ficient to finish and complete the road, and upon the further condition, should bind themselves' to pay into the Treasury the sum of $20,000 for each and every year that the charters should continue ¡ the fund being pledged for the support of common schools. The.12th section was as follows: “ That Upon any of the banks in this state complying with the conditions of this act, the' faith of the state is hereby pledged not to impose any further tax or bonus on the said banks during the continuation of their charters under this act.” This act was not accepted by any of the banks. At the session of 1813, the legislature passed another act, which wa's entitled a- supplement to the aforegoing. The 1st section incorporated a company to make, the road. The second was as follows: “'And for the purpose of raising á fund to make and complete said road: Be it enacted, That the charters-of the.several banks, &c., shall be, and they are hereby continued and extended to the 1st day of January, 1835, and to the end of the session of the General Assembly next thereafter, upon condition of the said several banks subscribing, in proportion to their respective' capitals actually paid in at the time of such subscriptions, for as much stock as is necessary and sufficient to finish and complete said road,” &c., &e. The 7th section enacted, that every bank should pay annually into the Treasury-the sum of twenty cents on every hundred dollars - of the capital stock actually paid in; and if this were neglected for six months after it was due, the bank so neglecting should forfeit its charter. The 8th section continued the charters.of such banks as complied with the act until 1835. The 11th section ran thus: “ That upon any of the aforesaid banks accepting of and- complying with the terms and conditions of this act, the faith of the state is hereby pledged not to impose any further tax or burden upon them during the'continuance of -their charters under this - act; and in case of the acceptance of and compliance with the provisions of this act by the several banks hereby required' to make the aforementioned road, the faith of the state is further solemnly pledged. to the several existing banks in the city of Baltimore, not to grant a charter of incorporation to any other banking institution to be established in the city or precincts, of Baltimore before the 1st day of January, 1835.” At the session of 1815, an act was passed, “ declaring the continuation and extension .pi the charters of the several banks therein mentioned.” It recited,-that several banks, and amongst them the Union Bank, had accepted the act of 1813, and then declared, that their charters were extended to 1835.' At the session of 1821 ¿-another act was passed, entitled “An act to incorporate a company to make a turnpike road from Boonsborough to Hagerstown, and for the extension of the charters of the several banks in the city of Baltimore, and for other purposes.” The preamble was as follows: “ Whereas it is to the interest of the state that a turnpike road should be made, leading from Boonsborough to Hagerstown, in Washington county, and it is represented to the legislature, that the banks hereinafter mentioned are willing to make the same, if an extension of their several'charters be granted to them, as they were heretofore extended by an act entitled a supplement to the act entitled, an act to incorporate a company to make a turnpike road, leading to Cumberland, and for the extension of the charters of the several banks in the city of Baltimore, aid for other purposes, passed at December session, 1813: Therefore, Be it enacted,” &c. The 1st section incorporated a company to make the road. The 2d section was as follows: “And for the purpose of raising a fund to make and complete said road, Be it enacted, That, the charters of the several banks aforesaid shall be, and they are hereby, continued and extended to the 1st day of January.; 1845, upon condition of the said several banks subscribing, in proportion to their respective capitals actually paid in at the time of such subscriptions, for.as much slock as is necessary and sufficient-to finish and complete said road,” &c. The 6th section was as follows: “ That if the said company shall not commence the making of the said turnpike road within two years from the passage of this, act, and shall not complete the same in four years thereafter, the right of the said company to the said road shall revert to the state of Maryland, and the charters of the said banks are hereby declared not to be continued or extended by virtue of this act.” The 7th section enacted, that the banks should annually pay to the treasurer the sum of twenty cents on every hundred dollars of the capital stock of each bank actually paid in; and in case of neglect, the bank was to forfeit its charter. The 8th section renewed and cQptinued the charters of the complying banks until 1845 and the- session of the General Assembly next thereafter. The 11th section was as follows: “That upon any of the aforesaid banks accepting of and complying with the terms and condi-' tions of this act, the faith of tire state is hereby pledged not to impose any further tax or burden upon them during the continuance of their charters under this act; and in case of the acceptance of and compliance with the provisions of this act by the several banks hereby required to make the aforementioned road, the faith of the state is further pledged,-to the aforesaid banks in the city of Baltimore, not to grant a charter of incorporation to any other banking institution to be established in the city or precincts of Baltimore before the 1st day of January, 1845.” The 12th section was as follows: “That the'said banks, specified in the 7th section of this act,.should they elect so to do, shall be, and they are hereby, exempt from the payment of the annual tax hereby imposed, upon condition of their paying to the treasurer of the Western Shore of Maryland,- on or before the 1st day of January,-1823, the sum of $100,000, to be appropriated in the maimer here•in before provided for.” The Union Bank, as was admitted in the court below, duly accepted and complied with the terms and conditions of this'act of 1821. At the session of the legislature of December, 1834, an act was passed (chap. 274) to “ extend the charters of several banks in the city of Baltimore,” by which, amongst other enactments, the charters of the'Union Bank was extended to the end of the year 1859. It introduced some new provisions into the charter, required the payment of the school tax and a proportionate share of $75,000; but contained no stipulation like that of the 11th section of the act of 1821. At the session of. December, 1835, the Farmers’ and.Planters’ Bank was incorporated. It was required to pay a bonus and school: tax, but the charter contained no exemption- from taxation. At the same session, viz., December, 1835, an act (chap. 142) was passed, reciting that whereas, by the 11th section of the act of 1821, the faith of the state was pledged not to impose any further tax or burden upon certain banks, and it was equitable that other banks should stand on equal footing, and enacting that the faith of the state was pledged not to impose any further or other tax on banks incorporated since the year ■ 1821- than -might be -imposed on the banks which had complied with the terms of that act. ,.' .. The 3d section was as follows: “And be it enacted, That in the said act of 1821, it was not, nor is it now, the intention of the General Assembly of Maryland, to exempt from taxation and equitable contribution to the common burdens for state purposes, the property, stock, or dividends severally held in or derived from any bank in this state, by any person or persons whatever; - but that the true intent and- meaning of the pledge given by ,the said act of Assembly was, to- limit the taxation Upon the franchises only of the banks therein mentioned.” In April, 1841, an act was passed “for the general valuation and assessment of property in this state, and -to provide a tax .’to pay the . debts of the state.” It. directed, amongst other things, that “ all stocks or shares owned by residents of this state in any bank, institution, or company incorporated in. any ojher state or territory: all stocks • or shares in any bank, institution, or company incorporated by this state,” &c., should be.assessed, and a tax imposed upon this and all .other species of property, of twenty cents, or one-fifth of one per cent, on every hundred dollars of assessable property. It also provided for an Appeal Tax Court, whose decisions should be car-, ried to the Court of Appeals. In the trial of the 'cause in the Court of Appeals, the following agreement was filed:— “It is agreed, that the appellant banks, to wit, the Union Bank of Marylánd, the Bank of Baltimore, the Mechanics’ Bank of Baltimore, the Commercial and Farmers’ Bank of Baltimore, the Marine Bank of Baltimore, and the Farmers’ and Merchants’ Bank.of Baltimore, commonly called the old banks, were chartered previous to the year 1821; and that the new banks, to wit,.the Merchants’ Bank of Baltimore, the Farmers’ and Planters’ Bank of Baltimore, the Citizens’ Bank of Baltimore, and the Western Bank of Baltimore, were chartered since the year 1830; the respective periods of the incorporation of all the aforegoing banks appearing by reference to their charters. “It is admitted, that the old banks have duly accepted and complied with the terms and conditions of the act of 1821, chap. 131, the manner of which acceptance appears by the paper marked A, herewith filed; and have also accepted and complied with the provisions'of the act of 1834, chap. 274: and it is also admitted, that taxes have always, since the incorporation of said banks, been levied and assessed upon their real and personal property in .all the cities and counties of this state, in the same mann'er as upon'property of the same kind belonging to individuals, and that said taxes have always been paid by said banks up to this time. And it is further admitted, that said banks did not, at the time of the enactment of the act of 1841, chap. 23, nor have they at any time since, paid or redeemed their notes or other obligations in specie.” The Court of Appeals decided, that the tax imposed by the act of 1841 was not a violation of the contract between the state and the banks, which was effected under the act of 1821, and to review this opinion the writ of error was brought. Meredith and Dulany, for the plaintiffs in error. Nelson, attorney-general, and Steele, for the defendants. In the case of Samuel Gordon, the counsel for the plaintiff in error contended, 1. That the Union Bank of Maryland having accepted of and complied with the terms and conditions of the act of 1821, chap. 131, a contract was created by the 11th section thereof, on the part of the state, “not to impose any further tax or burden upon said bank during' the continuance of its charter under the 8th section of said act; and that this exemption from taxation extended to all the property of said bank, real and personal. 2. That the 1st and 45th sections of the act of 1841, chap. -23, imposed upon the said bank “a further tax and burden,” in violation of the said contract, and was therefore void as against the provisions of the Constitution of the United States. And in the case of James Cheston, plaintiff in error, v. the Appeal Tax Court, who’was a stockholder in the Farmers’ and Planters’ Bank of Baltimore, one of the new banks chartered since 1830, the. counsel for said Cheston contended, That if the aforesaid assessment law of 1841, so far as it imposes a further tax upon the stockholders of the old banks, should be declared void for its repugnance to the Constitution of the United States, then, that it is equally void, so far as it imposes an additional tax upon James Cheston, a stockholder of one of the new banks, as it thereby deprives the new banks of the immunity from further taxation granted to them by the 1st section of the act of 1835, chap. 142, which immunity is itself a franchise, granted for a valuable consideration, and cannot, therefore, be taken away. Bulany, for the plaintiffs in error, said, that he would not stop to cite authorities to show, that the law was void, if it impaired the obligation of a contract, but .would refer to two cases which were analogous to the present: 7 Cranch, 154; 4 Peters, 561. He then entered into a detailed examination of the charter of the Union Bank with 'its several supplements, and asked the court to compare the 11th section of the act of 1821 with the act of 1841, and he thought it would be found, that the latter took away what the former gave. It was admitted, that there was an exemption of some kind in the act of 1821, and the only question in the case was, what kind of exemption was it ? In Dwarris pn Statutes, 51, 9 Law Library, it was said, that every word of a statute must have its effect; that it was better to observe what the legislature said than what they are supposed to have meant. Apply this to the paragraph, coupled with the doctrine that in Maryland property is not taxed, but persons are. 1 Maxcy’s Laws, 12, Declaration of Rights, article 13, shows this. The exemption was then a pledge given to a person, viz., the bank. Why should it be limited, as contended for by the opposite side, to an exoneration of the franchise merely from taxation? The construction ought to be in favour of the banks, because it was the intention of the legislature to invite them to accept the law. If you narrow it down now, it is not the spirit in which the offer was made. It is easy to see what that spirit was. The two objects of promoting internal improvement and fostering public schools were great public objects, and it was very desirable to encourage them without resorting to direct taxation. The banks were the invited party, and the act was to be laid before the stockholders for approval or rejection. Of course, the terms would be closely looked at. The proposition was, that no “ further” tax should be imposed. The word “ further” refers to. the preceding section, in which the tax for the road and schools is provided. It is true, that the act of 1841 imposed a tax upon the property; but the tax for road and schools fell upon the very same property, and, as it happened, was of just the same amount. A further tax of the same character was meant. The object to which the money is to be applied makes no difference in the character of the tax. The clause is clear in itself, and we are not to look to the preamble, as a guide to intention, unless there is some ambiguity. Dwarris on Stat. 19. And if we look to the preamble, it will not enlighten us, because it only refers to the road, without saying any thing about schools. If the exemption related only to the franchise, it was worth nothing, because whether the tax should be laid on the franchise or the property of the bank, the same people would pay it in either case. The legislature could have derived the same amount by taxing property as if they taxed the franchise; and to hold, that they were at liberty to do so, of course, renders the-exemption of the franchise worthless. There are two decisions upon similar words: 2 Harrison, 78, 79, 80; .7 Dana, 342. True, the banks have heretofore paid taxes upon their real property, but the amount was trifling, and the stock was not taxed as now. Besides, their consent does not furnish a rule by which we are to construe the law. It is said, on the other side, that the contract of exemption was made with the b'ank and not the stockholders-; and by the act of 1841 only the latter are taxed. But what is a corporation ? Only the union of certain persons, with power to sue, &c. 4 Peters, 552; Angelí & Ames on Corp. 1, 3, 5. The name is only the legislative baptism of the. stockholders. Natural persons are the substratum of the corporation; they receive all its benefits. They pay the taxes, and yet we are told, that a contract for the benefit of the corporation does not reach them. They were the persons who accepted Hie law in a general meeting, and not the bank, actihg- as a corporation. What is the difference between taxing them in the gross and taxing them individually ?- As -to the case of Cheston. He is a stockholder of the Farmers’, and' Planters’ Bank, one of w’hat are called the new banks, chartered in 1836. The act of March, 1836, chap. 142, puts these on the same footing with the old banks. The 3d section, it is true, says that the exemption relates only to franchises; but the legislature had no right to deprive, by law, the banks of a benefit which they had already acquired under a contract. . And the words “without violation,” &c., show that the legislature did not intend to take away any such benefit. ' The tax of 1844 clashes with the exemption. It is laid on every thing which constitutes the property of the bank, because in a schedule every thing, even the franchise, goes to make up the aggregate value of the stock, and the tax is laid on the cash value of the stock. By the 17th section, the assessors are directed to value it at the market price. But the market price is governed by the value of all the different species of property held by the bank, including even the franchise, because a purchaser looks at all these, when about to invest, ft is impossible to separate that portion of the tax which falls upon the franchise, and as the legislature has covered the whole, the entire tax.' must fall. Sieekj for the defendants in error, contended, 1. That the contract between the State of Maryland and' the Union Bank- of Maryland, created by the act of. 1821, chap. 131, and continued by-the act of 1834, .chap. 274, exempted from-taxation,. not the property -of said bank,- nor the shares of its stock in.the hands of individual stockholders, but its .corporate franchises, and their exercise during the continuance of its charter. 2. That- the tax imposed by the act of 1841, chap.. 23, being a tax upoiuthe shares of stock owned by individual stockholders, was not a violation of the cpntract between the state and the bank, and was, therefore, not unconstitutional. In the case of James Che'ston, a tax was imposed, and assessed under the same act of 1841, chap.. 23, on the shares of stock owned by the plaintiff in-érror in the Farmers5 and Planters’ Bank of Baltimore — á bank chartered sinee 1830, and not included in the provisions of the aot of 1821, chap-. 131, and the act'of 1834, chap. 274. In this case, the cou tsel for the defendant in error contended, That the plaintiff in. error was entitled to no immunity from taxation upon his shares of stock in said Farmers’ and Planters’ Bank of Baltimore, either under the acts of Assembly, herein before mentioned, or under the act of 1835, chap. 142. Mr. Steele said, the Appeal Tax Court is the nominal defendant only1; the red one is the state of Maryland. The act of 1841, chap. 33, is a generd tax upon-all property; not on banks alone, but every species of property.- The Court of Appedsv decided that it did not conflict with the act of 1821. Is it not a rule that this court will adopt a state’s construction of its own.laws? In this case it is not correct to construe the contract favourably to the banks. On the-contrary, the rule is to construe strictly-any provision which imposes a limit upon the taxing power. 4 Peters, 503, Prov. Bank v. Billings. 11 Peters, 546 — 548, carries the rule still further. Such a rule is.necessary to protect the community from, improvident legislation. Another rule is, that where there are two' constructions, that one is adopted which will produce, the least injury. It has been said that our construction, exempting franchises only, renders the whole nugatory, because the franchises would -have been safe from taxation without such exemption. But not so. Being the creatures of law, they áre peculiarly appropriate for the táxing power. 4 Wheat. 699; 12 Mass. 252 ; 4 Petprs, 526. A charter makes á bank a person to carry on a business; but it must be carried on in the same way that other persons do. Suppose a pre-existing law had taxed banks, would a subsequent charter have been exempt? 'No — because the laws would not conflict with each other. Nor do they conflict when the .charter is passed first. ■ It has been said that the exemption is clear. But the section’ itself, refers to the preceding part of the law, and the legislature, twice, ’ ■in 1835 and 1841-, put the same construction on it that we do. The 7tji section and all preceding ones provide for an extension of charters. It was right to exempt the franchises, because the legislature was dealing with that subject; but why should 'they go beyond that, and-exempt private property to an extent that they werenot aviare of? The staté was not in want of money, nor was there a motive in the banks to purchase such an exemption as that contended for. No. one then anticipated-'what has since come to pass. Taxes were,,light,', and always paid.. The aet of 1813 contains the same clause, when there did not exist any system of taxation. Up to 1841, the state had never taxed bank stock or chóses m action, and the taxes upon’ real or other property-did not amount to the fourth part of 20 cents.’ A proposition,-therefore, to exempt stock which-had never been taxed at all, upon the payment of four times the amount which other property paid, would have been considéred á strange one. The tax ,of 20 cents must have been imposed upon the franchise. The compensation for extending the charters was that the banks would make the road, and for future, exemption of-the franchise was that they should pay 20 cents towards the school fund. The word “further” means another tax like that one; and if the tax imposed was upon. the franchise, a further one upon the same thing was all-that was intended to be prohibited. Look at the cotemporaneous exposition of the law by both parties. County and city taxes were paid by the banks; and. not- only so, but a small state tax, levied in 1822 upon- reál property, was paid by thém also. Other banks were incorporated in 1833,1834, and 1835, which pay the 20 cents,- without any thing being granted except'the charter.’ The act of 1835 gives.the new. banks an exemption upon, the franchise, and nothing more. In the . casé in ,2 Harrison, the words were “further or other taxi” Exemptions have.been strictly construed., 11 Johns. 77; 8 Term R. 416. .The penalty for not paying the-20 cénts, shows upon what the tax was imposed, for it provides that the charter shall cease if the tax is not paid. It was Ítherefore a bonus for the charter. ,Y: But suppose that the contract was made as contended for by the other side. By. their own showing, it was made with the bank as a person, and the individual stockholdérs cannbt.avail themselves of it. If the corporation were to purchase a hoúse, one of- the members could not claim an-interest in the purchase. They have an interest -which is distinct from that of the-corporation, because they may-sue it, or sue each other. If the contract here be not to taX the bank, it is not equivalent to an agreem'ent not to tax the stockholders. The difference is shown by. supposing the tax to be laid before the bank commenced operations, and laid afterwards. In the first case, it would diminish the capital of the bank, but in the latter it would not If the individual stockholders can claim the benefit of the exemption, they must also be liable to the state for the payment of the tax which' is the price of the exemption. But if Samuel Gordon were sued for the 20 cents stipulated in the act, no one can suppose that he would be bound to pay it. The difference between taxing banks and stockholders is shown in 1 Nott & McCord, 527; 4 Wheat.-436;' 2 Peters, 459; 2 Bayly, 654, 672, 683. - ■ Who pays the tax of 1841 ? If the bank does not, there is no violation of the' contract with the bank, and the bank does not, in fact, pay it. As to Cheston’s case and the new banks, it has been said that .they are on the same footing as the old. The best reply to this is to read the law. The legislature expressly say, that they intend to exempt only the franchises. Nelson, attorney-general, on same side. There are two propositions to be examined: 1. The nature of .the contract of 1821. 2. Whether the act of 1821 was in force at'all in 1841. 1. We admit there was a contract in 1821, and that it is protected by this court. But what is its nature and extent? The original charter of the Union Bank contained no exemption, and, therefore, according to the doctrine in the Providence Bank v. Billings, the state could tax it. The charter was passed in 1804, and contained no clause imposing a school-tax. But'this might have-■been, imposed at any time after the charter, without asking the consent of the bank. The only point upon which the assent of the bank was required, in any subsequent legislation, was that its charter should be continued. It was to expire in 1816. In 1812 an act was passed proposing to extend the charter on certain conditions, but these were not accepted. In 1813 another,. act was passed extending the charter to. 1st January, 1835, which was accepted. < (Mr. Nelson here went into a detailed examination of the several acts.) All the acts show that the legislature had in view the making of the road, and the banks -the extension of their charters. The pledge not to incorporate any other banks shows that it was only the franchise which was intended to be protected. The contract was made with the banks as such. They were the contracting party in their corporate capacity. What does the act of 1841 do ? It imposes no tax on the capital' stock of any bank, but on individual interests. No bank is plaintiff in error here, complaining of. a violated contract. The 9th section of the act directs the mode of making the assessment, which was upon the stock in the hands of individuals at its cash value. But this is not the same with its nominal value, which would have been the guide if the bank had been taxed. As laid, it is nothing more than an income tax, and cannot a 'legislature lay that without regard to the source from which revenue comes ? The distinction between a tax upon, a bank, as such, and a tax upon its property, is clearly recognised in the case of McCulloch v State of Maryland, where the court say that .one may be taxed but not the .other. The identity between a bank and its. stockholders is shown not to exjst, when we consider that the bank, as a corporation, could not become one of its own stockholders. Application had to be made to the legislature for permission for-the bank to purchase its'own stock. It is true, as said on the other side,.that the act of 1821 was accepted by the stockholders in general meeting, but this was a corporate act, and not one proceeding from individual interests. If it had been the latter, whence would the majority have derived the right to bind the minority. 2. The act of 1834, .chap. 274, was accepted by the Union Bank, and by virtue of it the Charter was extended to 1859. The acceptance of this new law is a merger of the old, and in the new there is no limitation of the power to tax. Meredith, for plaintiffs in error, in reply and conclusion. .Let us.inquire, 1. What was the nature and character of the contract? 2. Has it been impaired ? Mr. Meredith reviewed the charter of the Union Bank and its supplements, and said, that in 1821,. some years before the .charter was to expire, the legislature was desirous of making a road. It was á fact of universal notoriety that turnpike roads were not pro- ■ fitable. Individuals could not be persuaded to subscribe and make this one. . The cost to the Union Bank was $161,000, nearly .ten., per cent.-upon a capital of $1,800,000. It is conceded that for. this the state has relinquished a portion of. the. power of taxation; but then it is said to be only a partial exemption. We agree that .to make out-a total exemption, the language must be so strong, as-to leave no reasonable doubt; and we say it is so., What are the words ? “ Notio impose any further tax or burden on the. banks.” There are'two important words: “ any” and “ further.” What .is the meaning of “any?” In its popular acceptation it would include all kinds of taxes in whatever form they might be- laid. According to lexicographers, the word is of unusual and' indefinite signification. “ Any” tax inust mean “ every tax,” of every nature or description whatsoever.' Then there is the word “further,” which refers to something which has been done before and addi- . tional. The other side wish to limit the meaning to an addition of tire ¡same, nature; but no -dictionary or example can be found to justify this-restriction. (Mr. Meredith here read from' Richardson’s Dictionary, title ^Further.) The two words together are as comprehensive as language could.be used. They are quite' as strong as' those used-in 2 Harrison. ' In the act of 1835, when the legislature intended to put the 'new banks upon a footing, with the old, they say “ further or other” in the 3d section. In a preceding section, the worth are the same as those in 182Í, which shows that they were supposed to be equivalent. "The case cited from 11 Johnson, was not that of"a tax; it was an assessment for opening a'street; and the casein 8 T. R. was decided on two grounds: 1. That the property didnot belong to the occupier, and 2, That the statute had been repealed. Neither case .is in point. In South Carolina, seven out of eight banks are exempted' under a clause exempting, banks-from taxation. The case in Nott & McCord -decided that words of exemption did hot extend to the franchise only, but all taxation. If the words-of a statute are plain and definite, it is dangerous-to depart, &c. Dwarris on Stát. 3.Law "Lib. 48. If the construction of the other side'be given to the'achof 1821, the, 11th section is of no use; because, -without it the franchise would have been safe from taxation. In the cases of 12 Mass, and .4 Peters, the right was maintained, it is true, to impose a tax on •existing banks, but' in neither case was there a relinquishment of the taxing power,^express or implied, except'from the mere granting of the charter. "We. may concede the authority of both.- But here the banks paid'a high p;;ice for their renewed charters, and'the legislature could not have taxed' the franchise any further. If so, the operation of the 11th section must be extended beyond the "franchise. ■ (Mr. Meredith then entered-into "a critical examination of the acts of 1812 and 1<?13, and argued that the first act was not accepted," because it .did hot go as far in. protecting the banks as that of 1813; and that the latter would have been" rejected if it had not been sup-pose.d to exempt them entirely from taxation.) [MAJORITY — Mr. Justice. WAYNE] Mr. Justice. WAYNE delivered the opinion of the court. • The. question raised in this case by the agreed statement of facts upon the record, is, Does-the act of Maryland of 1841, chap. 23, so fax as.it .imposes-a tax-upon the shares of stock- held by stockholders 'in the ■ Union Bank of Maryland and the other banks mentioned in the statement, impair the obligation of a contract ? The banks are classified -in .-that statement as the old and the new banks. The old are those which were chartered previous to the" year 1821; the new, those which were chartered .after the year 1830. Their exemption from the: tax- imposed by‘the act of 184J is claimed under the acts of Maryland of 1821, chap. 131, and that of the 19th March. 1835, chap. 274, called the act of the session 'of 1834:' . It is admitted that-the old banks accepted and have complied with the terms and conditions of the act of 1821; .that they also accepted •and have complied with the provisions of the act of 1834; and that taxes have always, since the incorporation of the banks, been assessed and levied upon, their real and personal property in all the cities and counties of the state, in the same manner as upon property, of - the same kind belonging to individuals, and that they have always been paid by the banks up to this time'. The question, however, which this court is called upon to decide, and to which our decision will be donfined, isj Are the shareholders in the old and the new banks liable to be .taxed, under the act of 1841, on account of the stock which they own in the banks ?' ' . The statement given-by the reporter of the acts of the legislature of Maryland, by which the -charters of the banks have been extended at different times, makes it- unnecessary to refer to them in detail here. Aré the old banks in Baltimore and their stockholders exempted from further- taxation during the continuance of their charters under the act of 182.1,..chap.-131, by force-of the 11th section of that act? C.an' the old- banks, after the -year 1845, th¡¿ time to which their chan ters'were .extended .by .the act of 1821 j-and.the new banks, claim' any exemption from' taxation under the act of 1834, chap. 274, un-léss-'it be a-tax upon their-franchise .of banking ? It appears, from-the acts of 1812, 1813, and-1821, th t the legislatures .which passed them had. in view the construction of the Cumberland and Boqnsborough.turnpike roads, and the establishment of a school-fund.- That they designed to accomplish those objects by making some of the banks construct the roads, and all of them contributors to the school fund, as the price for their charters; A round sum, pr-an. annual charge,-with or without reference to capital stock, may be' asked by a legislature for such a-franchise. It may be more convenient-to-the banks to have such a consideration or bonus distributed' through- the years of their, corporate existence, than to- pay its equivalent .in advance. - This option-was given to'the old banks. Being so given, it is conclusive that the legislature intended the annual tax-or charge upon' the capital stocks of the banks to be the bonus, or .price,- or- part of the price as to some of them, that they were .to.pay for the :prolongation of their-franchise of banking. When the banks accepted the acts, by -choosing to pay the annual chárge instead óf the stipulated alternative, it is plain that- they thought so too', and that they understood in- that way the contract between' themselves and the state. Either was a condition, to be. accepted, and complied with befoi e the charters were to be extended, Such a contract is a limitation upon the taxing power of the legislature making it, ¿nd upon .succeeding legislatures, to impose any further tax upon the franchise. • But why, when bought, as it becomes property, may it not be taxed, as land is taxed which has bought from the • state, was repeatedly asked in the course of argument? The reason is, that every one buys land, subject in own apprehension to the great law of necessity, that we must contribute'from it and all of our property, something to maintain, the But a franchise for banking, when bought, the price is paid-the use of the privilege whilst-it lasts, and any tax upon it would substantially be an addition to • the price. ■ But whether the bonus the franchise is paid by an annual tax upon the capital, stock, or any other way, it is in the discretion of die legislature to tax the. capital stock as an aggregate, according to its actual value, or the stockholders on account of their separate ownership of it, Or the dividends in the aggregate, or the- stockholders on account of their portions, of them. The limitation and. the power to tax, as both have' been just expressed, was substantially conceded by counsel .-both side's of this, cause. We- did- not understand the counsel for appellants as contending,-that the.shareholders in. the old banks' rkere exempted' from the tax imposed upon them' on account of their stock,.except by the force of the 11th section of the act of 1821. Their argument was; though the franchise might .be t-axed separate from the stock of a hank, whether the annual tax paid, by the-banks upon their capital stock was a tax upon their franchises or not, that banks were-exempted from further taxation; the. old banks by force of the 11th section of the statute, of 1821’, ;ánd all of .the banks Baltimore by force of the act of 1834. - The argument of jhe counsel for the defendant in error was, that the annual tax paid -by banks was a tax upon-their franchises, and that the-11th section did not give-to the .stockholders any exemption from being taxed as persons- On account of their, stock'. ■ Whether or not the exemption given -by that section is extended to' the- old and the new banks in virtue of the act of 1834, is another question,-to which a separate answer must be given, in the course of this Opinion-. ' Has' such Sn exemption' guage of the 11th section of the act of i 821 "is: “And be it enacted, That, upon any of the afpresai'd banks accepting'and complying with the terms ¿nd conditions of .this act,, the 'faith of the state is hereby pledged not to impose any further tax. or -burden upon them.during the continuance of their charters-under this act.”- This is the Jan-age of grave-deliberation, pledging the. faith of- the-state for some. purpose--some effectual purpose; - Was. that purpose the protection of the banks from what that legislature and succeeding^legislatures could-not do, if the banks accepted the actpor-from what they might do, m-the exercise Of the taxing power ?' --The ternas and conditions of - the act were,- that the banks should construct the road and pay annually a designated -charge upon their capital stocks, as the price for the prolongation of their franchise of banking.’ - The power ofthe-state to lay any-further tax- upon the franchise was exhausted. . That is the contract between the state-and the báhks. It follows, then, as a matter of course, when the legislature go out of. the contract, proposing to pledge its faith, if the banks shall accept the act, nOt to impose any further tax or burden upon them, that it must have meant by.those words an exemption from some.other tax than a further tax upon- the franchise of the banks. The-latter -was already provided-' against. ' To confine the pledge to any further tax upon thé franchise, surrenders thé whole, clause as a substantive enactment, to a supposed needless declaration o'f the legislature, that it would not do What it had stipulated by its contract .not to do.. The faith of states is .never pledged.but for some substantial eñd, within the-,, com-.potency of their legislative power; and It' is not for us to suppose-:that of Maryland was given in tiie -act of 1821, with a less grave intent. “ Not to impose any further- tax or -burden,” when used in. reference to some tax already imposed, means no pther tax besides .that to. which reference is made.- Those words, so usedy cannot-be limited by a refinement upon the etymology of the word “any,”:out of or beyond its. meaning in common discourse, to any like; and the ■ words “ any further tax,” used with relation to.some other tax, will, .by common consentías' it always'hás:been, be intended to- mean .any additional tax besides.that referred to,- aid' not- any further ■like tax. ... Having determined: “that the clause in question was not meant as n pledge against further' taxation upon the franchises of thé banks, but. that it was a pledge against additional taxation, what is the extent of exemptionxgiven by it, or to what doés -it apply.?- Does it exempt -the respective capital, stocks of the banks, as an aggregate, and-the stockholders from.being taxed as persons on account of their stock ? We think it does-both. The aggregate .could not be taxed,. without its having the same effect upon the.part's, .that ajax-upon the parts,, would have upoh the whole. .Besides, the legislature, in proposing the- térras and conditions of the act, use the word “ banks’-’.' with reference' to the consent or acceptance of the act being'given by the stockholders,' according to a fundamental article of f heir charters: ■ The acceptance of the.act could only be made'by the-stockholders. They .did accept, and the state recognised it as the act of • the stockholders. It could not have been given;or been' recognised ih any other way. ■ True it is, when accepted and recognised, it became a contract with the banks. But' its becoming a. contract with the banks determines of itself nothing. We must look in.what eha-. racter, or by whose assent it was to- become a contradi'with the state, to ascertain the intention of the legislature in making the pledge, “that upon any of'the aforesaid banks accepting of ana complying with the terms and conditions of this act, the faith of the state is here* by pledged not to impose any further tax or burden upon them during-the continuance of their charters'under this act.” The-senses in which the words .bank or banks '. are, used, occur every day in conversation, and are understood by. every one. 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O *H M h* CD w ^ O g B O-P P P CD — CD a g SJV<¡ _ tí-« 5-1-cTo ÍH ^3 w a tí íd a 2, cd tí. oo . ^ ^ tí ^* Sj S 02 t. >»JT3 O « OPd)*' O fe C¡ ^ a tí ^ g 'ti 8 ® ÍT>oíg 2 ü S^S t tü ^ ti -2 p « rP g'p-P'" » §*5 g;^ o'Sg | tí\ . Pjgj^P ^*.P ■ Ph p! ft CJ O. <{ CD a* a- a^ a tí W CD' tí CD g. ^ P 2 S p'-S o .<} a * a! cd «-+ B*- B h*'o cd cd pj S.'l tí&'Pjíí M 0.^1 P &*> ft glO CD CD Ph tí P» as-s*^ § § s-i ^ B-crq WfT3'a“ te*1 <3 aj cd hJ-S p ^ ° o'og, * b b «N-p <r p5>3 ^ P CR S' o' s' g,!?5^ tf?í§ a SS«3^ a- • co >-a ^ a* o 'o o ^ 8 Q.'^’g I-1 ° P^ 2 to <e S-' «• p.^ g o 2 > S ° Í3 á < >1 tí CD tí CD P- CD P*»» § ^ P- P p"1 other banks,-by the abt of 1813. The 11th sections in both acts are identical. In what spirit were, those acts offered to the acceptance' of the banks ? In what spirit was it that the banks viewed and accepted these acts? It was an unusual way of providing means for the construction of turnpike roads. The tolls might turn out to be enough to compensate them for the expenditures. They might not. Though the legislature thought the construction of the roads and paying the school-fund tax were no more than an adequate price for an extended franchise, it is very certain that the stockholders may have thought, that the incorporation of the banks into turnpike companies, with an obligation upon them to withdraw so much money from their business operations as was sufficient to finish the-roads, presented only a contingent possibility that they could be remunerated by tolls from the roads. When the act of 1821 was proposed, they had some experience of what had been the result of the construction of the Cumberland road. Is it not possible, then, that when the acts of 1813 and 1821 were in preparation, or as they were being enacted, that the 11th section was introduced as an inducement to the stockholders to accept those -acts ? Whether the tolls from the road have ever compensated the banks for the expenditure upon them, does not appear’- in the case. But it was natural that the stockholders, knowing as they did that a. tax upon-the franchises of the banks would not exempt them from other taxation, stipulated in both instances that-a provision should be introduced into the acts surrendering the state’s right to tax them further than ■they were about to be by those acts. In whatever way we examine the acts of 1813 and 1821, we are of opinion that it appears, from the 11th sections in those.acts, to have, been the intention of the legislatures which, passed them, to exempt the stockholders from taxatión as persons on account of the stock which they owned in the banks. This exemption, however, is limited to the old banks in Baltimore which were chartered before 182.1, during the continuance of their charter under the act of 1821. It is founded upon the 11th section of that act,- and it is our opinion that the act ' of 1841, chap. 23, in so far as it imposes a tax ilpon the stockholders in those banks, on account of their stock, does impair, the obligations ..of a contract, and is void by the 10th section of the 1st article of the Constitution of the United States. The act of 1834 does not extend to the old or the new banks an exemption from the tax imposed by the act of 1841, chap. 23. It is an act to extend the charters of the several banks in Baltimore. The .second section.prescribes the-terms upon which the franchise for banking is extended. Those terms are the payment annually of twenty per cent, upon every hundred - dollars of the respective capitals of the-banks, and their proportional parts of $75,000, in two yearly instalments, computed from the passage of the act, according to the combined rates of their respective capitals paid in, and of the time for which their charters are respectively continued beyond the first day of January, 1845. Upon a failure of any bank to pay either the annual charge or its proportional instalment, its charter is declared null and void. • The-annual charge and the instalment malee' the bonus to be paid by each bank for its continued franchise. It was urged for the old and the new banks, that, the annual tax which they were required to pay’ by the second -section of the act óf 1834 being upon their respective ■capitals, a tax -upon the stockholders on account of their stock-would-be equivalent to an increase of the price-which had been given for the franchise. The effect upon the stockholders.would be the same, as they pay both, but that is because they agreed- to pay an annual tax upon the capital stock, for their franchise., without any stipulation by the state that they were not to be taxed as stockholders, on account of their stock, as was the case in the. eleventh section of the act of 1821. The franchise is their corporate, property, which, like any other property, would be taxable,-if a price had not been paid for it, which the legislature accepted, as the consideration for allowing them to use the franchise during the continuance of their charters. '. The capital stock is -another property — corporately associated, for the purppse of banking — but in its parts is the individual property of the stockholders in the-proportions they may own them: Being their individual property, they may-be taxed for it, as they toay for any other property they may own.. This is not Only the case in Maryland. A franchise for banking is in every state of the unión recognised as property. The banking capital attached to the franchise is ánother property, owned in its parts by persons, corporate or natural, for which they are liable to be taxed, as they are for all other property, for the support of government. We are of opinion that the stockholders in the old banks are exempt from the tax imposed by the act of 1841, chapter 23, during the continuance of their charters under the act of 1821, but that the stockholders in the old and -new banks are liable to be taxed by the act of 1841, or that they can claim no exemption under the act of 1834, by which„their charters were further extended. The judgment of the Court of Appeals is therefore reversed, and the cause will be remanded, with directions to enter up a judgment for the plaintiff in error.