Supervisors v. Galbraith
99 U.S. 214 (1879)

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U.S. Supreme Court

Supervisors v. Galbraith, 99 U.S. 214 (1879)

Supervisors v. Galbraith

99 U.S. 214

Syllabus

1. An act of the Legislature of Mississippi, approved Feb. 10, 1860, authorized the County of Calhoun, among others, to subscribe to the capital stock of a railroad company, provided that at an election in the county, of which and of the amount to be subscribed, and in what number of installments, twenty days' notice should be given, a majority of the qualified electors voting should be in favor of the subscription. The proposition, when first submitted, was rejected, but at a second election, the vote was in favor of the subscription. An act passed March 25, 1871, declared that the bonds issued in payment of previous subscriptions should be made payable to the president and directors of the company and their successors and assigns. The bonds were issued Sept. 1, 1871, payable to the railroad company, or bearer, ten years thereafter, at the agency of the company in the City of New York. They recite that they are issued in payment of the county subscription to the capital stock of the company, in pursuance of the said acts, and in obedience to a vote of the people of the county, at an election held in accordance therewith. In a suit on the bonds,

Held:

1. That the requirement that they should be made payable to the president and directors of the company and their successors and assigns is only directory, and that the recital therein estops the county from taking any advantage of the irregularity committed by its servants.

2. That no place of payment having been designated by the act, it was competent to make the bonds payable in New York.

3. That as in that State they could, after being assigned in blank, pass by delivery from hand to hand, and have all the properties of commercial paper, the result is the same as if they had been drawn in literal conformity with the statute.

4. That, in the absence of any prohibition in the act against more than one submission to the electors of the question of making the subscription, the second vote was not unlawful.

Page 99 U. S. 215

2. The fourteenth section of the Constitution of Mississippi, ratified Dec. 1, 1889, which declares that

"The legislature shall not authorize any county, city, or town to become a stockholder in, or to lend its credit to, any company, association, or corporation, unless two-thirds of the qualified voters of such county, city, or town, at a special election, or a regular election, to be held therein, shall assent thereto"

is wholly prospective. It does not abrogate previous acts of the legislature conferring authority to subscribe for stock.

This was an action brought by William B. Galbraith, a citizen of Tennessee, against the Board of Supervisors of Calhoun County, Mississippi, on certain bonds and coupons thereto attached. The bonds are in the words and figures following, except as to the numbers and amounts, and a copy of one of the coupons is hereto annexed. They differ only as to the time of payment and the reference to the bond to which they are attached.

"Bond No. ___"

"COUNTY OF CALHOUN, STATE OF MISSISSIPPI"

"500] [500"

"Be it known that the County of Calhoun, State of Mississippi, is indebted unto and promises to pay the Grenada, Houston, and Eastern Railroad Company, or bearer, at the agency of said company in the City of New York, two years from the date hereof, five hundred dollars, lawful money of the United States of America, with interest at the rate of eight percent per annum, payable semiannually on the first day of March and September of each year, on the presentation and surrender of the proper coupon hereto annexed."

"This bond is one of a series of bonds issued and delivered to the Grenada, Houston, and Eastern Railroad Company by Calhoun County, to meet and pay off the amount subscribed by said county to the capital stock of the railroad company aforesaid, in pursuance of an act of the Legislature of the State of Mississippi, entitled 'An Act to aid in the construction of the Grenada, Houston, and Eastern Railroad,' approved Feb. 10, 1860, and of an act amendatory thereof, passed March 25, 1871, and in obedience to a vote of the people of said county at an election held in accordance with the provisions of said acts."

"In witness whereof, the board of supervisors of said county have caused the signature of the president of said board to be hereto

Page 99 U. S. 216

affixed, countersigned by the clerk, with his official seal affixed, and who have also signed the coupons hereto attached at their office in Pittsboro' this first day of September, 1871."

"(Signed) JOEL ABNEY"

"Pres't B'd of Supervisors"

"J. S. RYAN, Clerk"

"Coupon"

"UNITED STATES OF AMERICA:"

"$4.00] [$4.00"

"The County of Calhoun will pay to the Grenada, Houston, and Eastern Railroad Company, or bearer, four dollars at their agency in the City of New York, on the first day of March, 18__, being six months' interest on bond No. ___."

"(Signed) JOEL ABNEY"

"Pres't B'd Supervisors"

"J. S. RYAN, Clerk"

In addition to the plea of nil debet, the defendant filed several special pleas, all of which were demurred to. The demurrers were sustained, and judgment was rendered against the defendants. They then sued out this writ. Their assignment of errors is referred to, and the remaining facts are set forth in the opinion of the Court.

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