Argument for Defendant in Error. 199 U. S. 646; Walla Walla Water case, 172 U. S. 1; Rochester v. Railway Co., 98 App. Div. 521, 536; Worcester v. Street Railway Co., 196 U. S. 539, and cases cited in briefs in No. 74, ante, p. 9. The franchise contracts, in question, fixed, and therefore necessarily limited, the amount of burdens in the nature of taxes which the Brooklyn City Railroad Company could thereafter be compelled to pay, on account of its property consisting of the intangible rights created by such franchise contracts. Mayor v. Second Ave. R. R. Co., 32 N. Y. 261; aff'g S. C., 34 Barb. 41; Mayor v. Third Ave. R. R. Co., 33 N. Y. 42; Mayor v. Broadway and Seventh Ave. R. R. Co., 97 N. Y. 275, 282; Plank Road Co. v Cummings, 166 N. Y. 110; Delaware R. R. Tax case, 18 Wall. 206; and cases cited on other briefs. The failure of the special franchise tax law to indicate any principle or method for ascertaining the value of the intangible property included in the special franchise; the failure of the state board to attempt any separate valuation of the intangible property; and its failure to adopt or proceed upon any principle or method of valuing the totality of intangible and tangible property together constituting the special franchise; and necessarily the substitution therefor; of speculation and guesswork, in place of judgment, in making such valuation, amounted to such an absence of quasi-judicial action as to constitute the taking of property without due process of law; and so far as the statute contemplates such a procedure, the statute itself is unconstitutional, for the same reason. People v. San Francisco Savings Union, 31 California, 132. The multiple assessments of the property of this relator by different methods, amounts to depriving this relator of the equal protection of the laws. Mr. Louis Marshall and Mr. Julius M. Mayer, Attorney General of the State of New York, for defendant in error in this case and for defendant in error in Nos. 75, 76, 77, 78, 79 and 80: The decision of the Court of Appeals sustaining the act un 199 U. S. Argument for Defendant in Error. der review, is conclusive in this court as to any question of conflict between it and the state constitution. Merchants' Bank v. Pennsylvania, 167 U. S. 462; West River Bridge Co. v. Dicks, 6 How. 507; Spencer v. Merchant, 125 U. S. 352; Bucher v. Cheshire R. R. Co., 125 U. S. 555, 582; Bell's Gap R. R. Co. v. Pennsylvania, 134 U. S. 232; Lewis v. Monson, 151 U. S. 545; Adams Express Co. v. Ohio, 165 U. S. 194; Water Supply Co. v. Brooklyn, 166 U. S. 685; Hodge v. Muscatine County, 196 U. S. 276; In re Tyler, 149 U. S. 187. It follows from these authorities, that this court will not interfere with the construction given by the state courts to the laws regulating the taxation of property within the State, or review findings of fact or the conclusions of assessing officers as to the value of property sought to be assessed. In other words, decisions based on local laws not involving a Federal constitutional question, or resting on pure questions of fact, are not reviewable. Hibben v. Smith, 191 U. S. 310; Seneca Nation v. Christie, 162 U. S. 283; Tripp v. Santa Rosa Co., 144 U. S. 126; Iowa Central Ry. Co. v. Iowa, 160 U. S. 389; Lewis v. Campau, 3 Wall. 106; Dower v. Richards, 151 U. S. 659; Leffingwell v. Warren, 2 Black, 599; Bucher v. Cheshire R. R. Ca., 125 U. S. 555; Kelly v. Pittsburgh, 104 U. S. 78; Missouri, Kansas &c. R. R. v. Haber, 169 U. S. 613, 639; Smiley v. Kansas, 196 U. S. 447. The act under which the relator was assessed for its special franchises does not impair the obligation of any contract within the meaning of section 10 of Article I of the Federal Constitution. These special franchises have all of the attributes of property. They are vendible and transferable. They cannot be taken away, even under the power of eminent domain, without due compensation. They may be leased or mortgaged. They survive the existence of the corporation upon which they are bestowed. They are the life and soul of the tangible property to which they appertain. They bestow an earning capacity upon physical properties, which, without them, would corrode Argument for Defendant in Error. 199 U. S. and decay, and be utterly useless. While the tangible property employed for the utilization of the intangible franchise is destructible; the latter is indestructible. While the former requires renewal and reparation, the latter does not; and yet, the two are inseparable, and together constitute a species of property the aggregate of which in the United States, is valued in the exchanges of the country at figures which almost paralyze the imagination. Detroit v. Detroit Citizens' R. R. Co., 184 U. S. 398; Syracuse Water Company v. Syracuse, 116 N. Y. 167, 182; People ex rel. Woodhaven G. L. Co. v. Deehan, 153 N. Y. 528; Ingersoll v. Nassau Electric Ry. Co., 157 N. Y. 453, 463; Ghee v. Northern Union Gas Co., 158 N. Y. 510, 513; Wilmington Railroad v. Reid, 13 Wall. 264; Monongahela Navigation Co. v. United States, 148 U. S. 312, 328; Adams Express Co. v. Ohio, 166 U. S. 219; Henderson Bridge Co. v. Kentucky, 166 U. S. 150. It has become axiomatic since the principle was first announced in McCulloch v. Maryland, 4 Wheat. 316, 429, that the authority of every State to tax all property, real and personal, within its jurisdiction, is unquestionable. Western Union Telegraph Co. v. Taggart, 163 U. S. 14; Atlantic & Pacific Telegraph Co. v. Philadelphia, 190 U. S. 160, 163; Western Union Telegraph Co. v. Gottlieb, 190 U. S. 412. The State may from time to time bring within the purview of its taxing power new subjects which had not been covered by previous legislation; as, for example, mortgages owned by citizens of other States on property within the State, Savings & Loan Society v. Multnomah County, 169 U. S. 421; the right of succession to the property of one dying, Magoun v. Illinois Trust & Savings Bank, 170 U. S. 283; debts owing by a resident debtor to a non-resident creditor, Blackstone v. Miller, 188 U. S. 189; the right given to a foreign corporation to carry on business within the State, Horn Silver Mining Co. v. New York, 143 U. S. 305; the amount of capital employed by a foreign corporation within the State, New York v. Roberts, 171 U. S. 658. 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 sovereign 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 contract, 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, |