The opinion of the court was delivered, July 7th 1870, by
Thompson, C. J.In Porter v. The Commonwealth, 1 Penna. R. 281, it was explicitly resolved that no point was examinable on the trial of an appeal from the 'Settlement of an account in the auditor-general’s office by the appellate court, nor reviewable im *68this court, unless it had been specified as a ground of objection to the settlement on taking the appeal. This is an express provision of the Act of 30th March 1811, § 5, Pamph. L. 230. The provision is that any person dissatisfied with any such settlement may appeal to the Court of Common Pleas of the county in which the seat of government may then be : u Provided, however, that the appeal be filed in the office of the auditor-general within sixty days after notice of such settlement, accompanied with specifications of objections to the said settlement.” As to this requirement, Gibson, C. J., said in the case referred to: “ As there is no reason to appeal in respect to points that are admitted, it would be flagrantly unjust to permit the accountant to hold in reserve anything that might have been allowed had it been urged at the settlement, and thus subject the Commonwealth to expense, and her officers to vexation without just cause.” In The Commonwealth v. Porter (a different party), 9 Harris 385, Lowrie, J., said: “But no appeal is allowed without a specification of objections to the decision complained of. In this case the accountant filed a specification to the principal items of the account as stated by the auditor-general, but none to the item of interest. How then could the question of interest be raised on the appeal ?” and in support of the ruling he cited the case referred to above. Both of these cases show that only so far as the specifications go, are the questions raised in the appellate court.
In taking this appeal, the specifications of objections to the account settled were:—
1st. That the Act of 1864 did not apply to the appellant, inasmuch as there is no law of Pennsylvania imposing a state tax upon the bonds, or the interest upon the bonds of their company.
2d. “ The Act of April 30th 1864, under which the aforesaid settlement was made, imposes a duty upon the company to retain from the bondholders the amount of taxes imposed by existing laws,” and there was no existing law before the Act of April 1864, imposing any tax upon the bonds of the company, or held by persons non-resident in this Commonwealth.
3d. “ No tax had been assessed upon the bondholders on the said bonds or the interest due thereon, when the said payments of interest were made upon the tax as charged by the said settlement, and the said company was not therefore legally bound to deduct or retain from the interest the tax charged against it in the said settlement.”
4th. Said bonds are principally held by non-residents of Pennsylvania, and are therefore not subject to said tax.
These were the objections filed by the company to the settlement in the auditor-general’s office, and were the only questions the court below could legally take cognisance of. This is not only so by force of the decisions referred to, but by force of the *69terms of the Act of 1806, which require that a remedy specially provided by statute shall be strictly followed.
The learned court committed no error, as claimed in the 1st assignment of error, supposing it to contain, in whole or in part, the first objection filed to the settlement in the auditor-general’s office. The Act of May 1st 1854 expressly subjects certificates of loans and bonds of railroad companies to taxation for “ state purposes only.” This relieved them from a portion of the burthens imposed by the Act 29th April 1844. The right of the financial ofiicers of the corporation to retain the three-mill tax, under the Act of 1844, out of the interest payable' to loan or bondholders of the company, under the Act of 30th April 1864, without an assessment by the county commissioners or assessing officers, was maintained to be undoubted in Maltby v. The Reading and Columbia Bailroad Co., 2 P. F. Smith 140, and reasserted in The Commonwealth v. The Phoenix Iron Co., not yet reported. The question is therefore settled.
The 2d specification of objection, filed on taking the appeal, denies that there was any existing law prior to the Act of 1864, imposing a tax upon the bonds of the appellants in the hands of non-resident bondholders. That question is also res adjudicata: Maltby v. The Reading and Columbia Railroad Co., supra. As to the third exception that the retention of the tax impairs the obligation of the bond or loanholder’s contract, it has been over and over again overruled. The sovereign right to impose a tax on property to which it gives protection is not to be denied, without in a measure upturning organized society entirely. The Act of 1864 provides a remedy for collecting it out of resources within the legislative jurisdiction of the Commonwealth. See the case last cited, in which this is ruled against the position assumed.
None of the remaining questions are raised in the specifications of objections filed, and are not therefore here for adjudication. The point urged that the company was not required to retain, but only its officers, is not hinted at in the specifications of objections. On the contrary, it is expressly admitted to be the duty of the corporation to retain the tax from bondholders by the Act of 1864. This must have been an after-thought, but after-thoughts are not allowable by the Act of 1811.
On the trial the point was raised that the Act of 1864, under which the company had been charged, was repealed after the settlement by the Act of May 1st 1868. But before the trial of that appeal the mistake, if a mistake, in the Act of 1868 had been corrected by the Act of 24th of April 1869. The trial was held May 6th 1869. I think this would have been a sufficient answer to the plea of a repeal. The Act of 1868 was but a substitute at least for existing laws, and I would incline to the opinion expressed in Wright v. Oakley, 5 Metc. (Mass.), by Shaw, C. J., *70that the repealing clause took effect only so far as the substitute took effect, and coincidental with it. The act was intended only for a consolidation of previous acts into a general system, and was not designed as relinquishing any claim of the Commonwealth. The claim for the tax in question was not released by the act, and if the increased rate of interest could he claimed to be a penalty on this precise aspect of the case, the point ought to have been made. It was not; but an exception was taken to the direction of the learned judge to the jury to find for the Commonwealth, with interest at the rate of 12 per cent, instead of 6, as allowed by law, when the settlement was made. This was not made an objection to the settlement when the appeal was taken, and on the principles stated in the outset of this opinion, is not now a question for examination. Seeing nothing else requiring notice,
The judgment is affirmed.