199 U. S. Argument for Defendant in Error. Hence, if, as has been shown, the franchises of a public service corporation are property, they may likewise become the subject of taxation, especially when united with tangible property designed to utilize such franchises. Henderson Bridge Co. v. Kentucky, 166 U. S. 150; State v. Anderson, 90 Wisconsin, 550; Detroit Citizens' Street Ry. Co. v. Common Council, 125 Michigan, 673; State Railroad Tax Cases, 92 U. S. 575. The power to tax the relator's special franchises being thus unquestionable, it becomes important to consider whether the State of New York has debarred or precluded itself from imposing the tax created by the act under review, by any valid contract between it and the relator, or those in privity with it. The determination of this proposition will be facilitated by the consideration of the three fundamental principles applicable to the subject of exemption from taxation. The power to tax being essential to the very existence of the State, there can be no presumption that it has been either abandoned or restricted, and whoever claims that it has been, must show that the intent to grant immunity was conferred in express and unambiguous terms, which will not be extended by implication beyond their fair import. Exemption from taxation will not be wrested from unwilling words. Cooley on Taxation, 3d ed., 112; Providence Bank v. Billings, 4 Peters, 514; Philadelphia R. R. Co. v. Maryland, 10 How. 376; Erie R. R. Co. v. Pennsylvania, 21 Wall. 497; Farrington v. Tennessee, 95 U. S. 686; Memphis Gas Light Co. v. Shelby County Taxing District, 109 U. S. 109; New Orleans &c. R. Co. v. New Orleans, 143 U. S. 192; Stone v. Bank of Commerce, 174 U. S. 412; People v. Roper, 35 N. Y. 629; People v. Davenport, 91 N. Y. 574; Wilmington & Weldon R. R. Co. v. Alsbrook, 146 U. S. 294; Ford v. Delta and Pine Land Co., 164 U. S. 666. In the absence of express statutory authority the State alone can grant exemption from taxation, and an attempt on the part of a municipality to confer such immunity would be Argument for Defendant in Error. 199 U. S. ultra vires and ineffectual. Minturn v. Larue, 23 How. 435; Syracuse Water Co. v. City of Syracuse, 116 N. Y. 181; Matter of Water Commissioners, 176 N. Y. 239; Richmond County G. L. Co. v. Middletown, 59 N. Y. 228; Norwich G. L. Co. v. Norwich City G. L. Co., 25 Connecticut, 19; Detroit Citizens' R. Co. v. Detroit R. Co., 171 U. S. 48. Even where the State undertakes to restrict its power of taxation, the rule applicable to the interpretation of public grants applies, namely, that the instrument by which restriction is claimed to have been created, must be so strictly construed as to operate as a surrender of the sove ign power no further than is expressly declared by the terms of the grant, the grantee taking nothing in that respect by inference. Charles River Bridge Co. v. Warren Bridge, 11 Pet. 420; Lehigh Water Co. v. Easton, 121 U. S. 391; Tennessee v. Whitworth, 117 U. S. 148, 149; Phonix Ins. Co. v. Tennessee, 161 U. S. 174; Water Co. v. Skaneateles, 184 U. S. 362; Theological Seminary v. Illinois, 188 U. S. 672; Providence Bank v. Billings, 4 Peters, 514; United States v. Arredondo, 6 Peters, 736; Perrine V. Chesapeake & Delaware Canal Co., 9 How. 192; Richmond R. R. Co. v. Louisa R. R. Co., 13 How. 71; Pennock v. Coe, 23 How. 117; People v. Davenport, 91 N. Y. 586; Tucker v. Ferguson, 22 Wall. 575; Fertilizing Company v. Hyde Park, 97 U. S. 659, 666; 1 Morawetz on Private Corporations, 2d ed., $323. To these general rules of interpretation may be added a fourth rule applied by this court in Wilson v. Standefer, 184 U. S. 411, 412, in ascertaining whether there exists a conti ct, within the meaning of the constitutional provision now under consideration. The legislature did not intend to deal with the subject of taxation, or of exemption from taxation. It cannot be said that an intention to deal with those subjects existed. beyond question. Unless the case is thus clear there can be no implication of a contract. Providence Bank v. Billings, 4 Peters, 514. An exemption will not be implied. Farrington v. Tennessee, 199 U.S. Argument for Defendant in Error. 95 U. S. 686; Vicksburg &c. R. R. Co. v. Dennis, 116 U. S. 68; Water Company v. Knoxville, 189 U. S. 436; Rice v. Minnesota R. R. Co., 1 Black, 379. There is nothing inconsistent with this position to be found in the cases cited by the plaintiff in error. United States v. Babbitt, 1 Black, 55; National Bank v. Graham, 100 U. S. 703; County of Wilson v. National Bank, 103 U. S. 778; Union Bank v. State, 9 Yerger (Tenn.), 490, 495; Attorney General v. Bank of Charlotte, 4 Jones' Eq. (N. C.) 287. The authorities relied on by the relator are inapplicable to this case and can be distinguished: Mayor &c. of New York v. Second Avenue Railroad Co., 32 N. Y. 261, and Mayor &c. of New York v. Third Avenue Railroad Company, 33 N. Y. 32, were practically limited and overruled in Mayor &c. of New York v. The Broadway & Seventh Ave. Railroad Company, 97 N. Y. 275, and Mayor &c. of New York v. Twenty-third Street Railroad Co., 113 N. Y. 311; the latter case having been approved and followed in Schurz v. Cook, 148 U. S. 411; New Orleans Gas Light Co. v. Louisiana Light Co., 115 U. S. 650; New Orleans Water Works Co. v. Rivers, 115 U. S. 674; Louisville Gas Co. v. Citizens' Gas Light Co., 115 U. S. 683; City of Walla Walla v. Walla Walla Water Company, 172 U. S. 1; City Railway Co. v. Citizens' Street Railway Co., 166 U. S. 577, and Los Angeles v. Los Angeles Water Co., 177 U. S. 558. Murray v. Charleston, 96 U. S. 432, was explained and limited in People ex rel. Manhattan Fire Insurance Co. v. Commissioners, 76 N. Y. 64. Hartman v. Greenhow, 102 U. S. 672, involved practically the same state of facts as Murray v. Charleston. Gordon v. Appeal Tax Court, 3 Howard 133, was practically overruled by New Orleans Railway Co. v. New Orleans, 143 U. S. 195, and so far as it relates to this case, was restricted in Shelby County v. Union Bank, 161 U. S. 149, 159, and is at variance with Delaware Railroad Tax cases, 18 Wall. 206, and Wells v. Savannah, 181 U. S. 539. But assuming that a contract of exemption from general Argument for Defendant in Error. 199 U. S. taxation can be implied from the language of the ordinance; that the city had the power to grant such exemption, and that it intended to do so; that there was a consideration for the contract, which is essential, but which nowhere appears, Grand Lodge v. New Orleans, 166 U. S. 143, nevertheless the right to tax the relator's special franchises was properly exercised under the power reserved to the legislature by the constitution and statutes of New York. Section 1, Art. VIII, N. Y. const.; 1 N. Y. Rev. Stat. 600, §8; Ch. 252, Laws, 1884, § 19; Miller v. The State, 15 Wall. 478; Schurz v. Cook, 148 U. S. 397, 410; Adirondack Railway Co. v. New York, 176 U. S. 345; Holyoke Water Power Co. v. Lyman, 15 Wall. 500; Sherman v. Smith, 1 Black, 587; Railroad Company v. Maine, 96 U. S. 499; Louisville Water Company v. Clark, 143 U. S. 1; Covington v. Kentucky, 173 U. S. 231; Citizens' Savings Bank v. Owensboro, 173 U. S. 636; Covington v. First National Bank, 198 U. S. 107 · Railroad Company v. Georgia, 98 U. S. 359, 365; Hodge v. Railroad Company, 99 U. S. 348, 353; Sinking Fund Cases, 99 U. S. 700, 720; Greenwood v. Freight Co., 105 U. S. 13, 21; Knowles v. Greenwood Cemetery, 107 U. S. 466, 476; Spring Valley Water Works Co. v. Schottler, 110 U. S. 347; Gibbs v. Baltimore Gas Co., 130 U. S. 396, 400; Street Ry. Co. v. Sioux City, 138 U. S. 98, 108; Gas Light Co. v. Hamilton, 146 U. S. 258, 270; Looker v. Maynard, 179 U. S. 46; Corry v. Baltimore, 196 U. S. 466. There is nothing in the decisions in the City Railway Company v. Citizens' Railroad Company, 166 U. S. 557, or in Detroit v. Detroit Citizens' Railway Company, 184 U. S. 368, in conflict with these views above expressed. Cleveland v. Cleveland City Ry. Co., 194 U. S. 536; New Jersey v. Yard, 95 U. S. 104. The following cases relied on by the plaintiff in error, were explained and distinguished: People v. O'Brien, 111 N. Y. · 1; Commonwealth v. Essex County, 13 Gray, 239; Stearns v. Minnesota, 179 U. S. 223. Applying these several authorities to the case under con 199 U. S. Argument for Defendant in Error. sideration it is clear that no contract was created by the several statutes and ordinances, on which the plaintiff in error relied, which precluded the State from imposing a tax on the - special franchises of the relator, the payments which were required of the grantees were not in the nature of taxation, in any sense of the word. They were compensation for the rights conferred, and nothing more. In some of the statutes, the payment is referred to as in the nature of the payment of a rental; in others as "compensation," and while the acts appearing as appendices, under which a large number of the franchises are derived, do not denominate the annual payments required to be made, it is evident that the payment is required as a consideration for the franchise acquired through the action of the local authorities, or purchased at public auction by the successful bidder. Under ch. 625, Laws of 1868, ch. 19, Laws of 1871, ch. 508, Laws of 1874, ch. 252, Laws of 1884, ch. 65, Laws of 1886, it appears upon the face of the statutes, that the payments which the relator and its predecessors were required to make, were compensatory, by way of consideration for the grant of a fee, or the rental of a leasehold, and not by way of commutation for taxes. Exemption from taxation is not referred to in a single one of these numerous statutes. In every one of them the idea is suggested that the privileges granted are deemed things of value, and that in consequence the municipality was to be entitled to some compensation for the thing granted. In other words, railroad franchises were placed on the same footing as ferry franchises and wharfage rights, which had for many years been leased by the city of New York to individuals and corporations, and from which it had derived an annual revenue by way of rental and which were nevertheless taxed as property. Heerwagen v. Crosstown Street Railway Co., 179 N. Y. 99. Assuming that the payments reserved by this legislation in connection with the granting of franchises, constituted a tax in the strict sense of the word, it is claimed that the courts |