This case is, we think, governed by the of Morgan v. Louisiana, 93 U.S. 217. We there held that immunity from taxation was not such a franchise of a railroad corporation as would pass by a sale under a mortgage 'on the property and franchises of the company,' and that the term 'franchises' was not synonymous with 'rights, privileges, and franchises,' 'rights, powers, and privileges,' and the like. The Cincinnati, Cumberland Gap, and Charleston Railroad Company was by its charter invested 'with all the rights, powers, and privileges' of the Nashville and Louisville Railroad Company; but the statutory lien retained by the State as security for its advances covered only 'the property, real and personal, stock, and franchises' of the Cincinnati, Cumberland Gap, and Charleston Company. The decree of the Chancery Court of Nashville provided that if the railroad company itself, or some one or more of its stockholders, should not purchase 'the said railroad and all the property, real, personal, and mixed, and the franchises and privileges of said railroad company, for $700,000, payable in the bonds of the State of Tennessee, with the coupons attached of and after Jan. 1, 1871,' or sell 'the same to other parties . . . under the conditions, liabilities, and restrictions as aforesaid, which are fully set forth in said . . . decree,' then the commissioners of the State might sell 'all the property and franchises of the . . . company to the best advantage, either at public or private sale.' Neither the company nor its stockholders bought under this decree; but C. M. McGhee, for himself and his associates, proposed to the commissioners to pay for the road $300,000 in bonds of the State, with January, 1871, coupons attached; and in his proposal he said, 'I expect a full and perfect title to the road, including the State's interest, franchises, and privileges.' This proposition was accepted by the commissioners, and the sale, reported to the court, was confirmed by decree in the following words: '. . . which report being seen, heard, and fully understood by the court, and not excepted to, is in all things confirmed; and it appearing to the satisfaction of the court that the sales of the Knoxville and Kentucky and the Cincinnati, Cumberland Gap, and Charleston Railroad, with their property and franchises, have been made by the commissioners in conformity with the previous decrees, it is therefore ordered, adjudged, and decreed that these said sales be confirmed, and that the commissioners retain the bonds and collect the residue of the purchase-money as the same falls due, and, when the same is fully paid, make title to the purchasers according to the terms of the contract and former decrees of this court. It is further ordered and decreed by the court that the purchasers be at once put in possession of these roads, severally bought by them, with all the property, franchises, and effects so bought by them as aforesaid, and for this purpose, if necessary, the clerk and master is hereby ordered and directed, upon the application of either of said purchasers, to issue a writ of possession, or writs of possession, directed to the sheriff of the several counties in this State through which the roads may run, or in which any part thereof, or of the property sold, may be, directing said sheriff to put the purchasers in possession of such property at once, and make return of his action to this court. It is further ordered, adjudged, and decreed that all the acts of the commissioners in reference to said sales be, and the same are hereby, approved, sanctioned, and ratified by the court.'
From this it will be seen that although McGhee in his proposal said, 'he expected a full and perfect title to the road, . . . franchises, and privileges,' the court, in passing upon the confirmation, treated the sale as of the 'property and franchises,' 'in conformity with the previous decrees,' and directed that, when the agreed price was paid in full, the commissioners 'make title to the purchasers according to the terms of the contract and former decrees of this court.'