1. A statute was declared to be a public act. A subsequent
statute, supplementary thereto and amendatory thereof, is also a
public act, and need not be specially pleaded.
2. A statute of Illinois legalizing elections held by the voters
of a county on the question of issuing negotiable bonds of the
county in aid of certain railroad companies and authorizing, on
conditions therein named, all the townships in counties where the
township organization had been adopted lying on or near to the line
of a specified railroad to subscribe to the stock of the railroad
company and issue negotiable bonds therefor, is a public act.
3. Such a statute does not conflict with section 23 of article 3
of the Constitution of 1848, which provides that "no private or
local law, which may be passed by the general assembly shall
embrace more than one subject, and that shall be expressed in the
title."
Page 103 U. S. 448
On Feb. 8, 1853, an act of the Legislature of Illinois was
approved, entitled an act to incorporate "the Decatur and
Indianapolis Railroad Company." It incorporated the company named
for the purpose of
"constructing, completing, and operating a railroad from the
Town of Decatur, in Marion County, in the State of Illinois, and
thence in a direct line, upon the most eligible route, to the east
line of the State of Illinois."
The third section of the act is as follows:
"Said company is hereby authorized and empowered to unite and
form a junction with the Indiana and Illinois Central Railway
Company, or any other company which is or may hereafter be
organized in the State of Indiana terminating on said line, and
also to unite and consolidate with the said Indiana and Illinois
Central Railway Company upon such terms and conditions as the
directors shall mutually agree upon, and in the event that said
companies shall consolidate, then and in that case there shall be
but thirteen directors on the whole line of road so consolidated,
and the number to reside in each state shall be determined as in
the case of consolidation."
Afterwards, on Feb. 20, 1854, an act of the same legislature was
approved entitled "An Act to amend the act entitled
An Act to
incorporate the Decatur and Indianapolis Railroad Company, approved
Feb. 8, 1853.'"
The preamble and first section of this act are as follows:
"Whereas, under and in pursuance of the authority conferred in
the above-named act, the said Decatur and Indianapolis Railroad
Company, after their organization, united, consolidated, and merged
their stock with the stock of the Indiana and Illinois Central
Railway Company, forming a single corporation by means of such
consolidation under the name and style of the 'Indiana and Illinois
Central Railway Company,' therefore,"
"SEC. 1. That the said Indiana and Illinois Central Railway
Company, as existing under the said consolidation, is hereby
declared to be entitled to hold, enjoy, and possess all the
property, rights, franchises, and powers held, enjoyed, and
possessed by either of said original corporations prior to their
said consolidation, fully and effectually, to all intents and
purposes, and to be entitled to have and hold all the rights,
powers, and privileges conferred, or to be hereafter conferred, by
law upon railroad corporations,
Page 103 U. S. 449
organized under the act entitled 'An Act to provide for a
general system of railroad incorporations,' approved Nov. 5,
1849."
The last section reads as follows:
"This act shall be deemed and taken to be a public act, and
shall be liberally construed in all courts of justice, and shall
take effect and be in force from and after its passage."
On Feb. 22, 1861, an act was passed, entitled "An Act to extend
the time for completing the Indiana and Illinois Central Railway
Company." The preamble of this act is as follows:
"Whereas the Decatur and Indianapolis Railroad Company were
legally incorporated under an act entitled 'An Act to provide for a
general system of railroad incorporations,' in force November 5,
1849, and whereas said Decatur and Indianapolis Railroad Company
afterwards united and consolidated with the Indiana and Illinois
Central Railway Company on the fourth day of May, A.D. 1853, in
compliance with the provisions of an act entitled 'An Act to
incorporate the Decatur and Indianapolis Railroad Company,' in
force February eighth, 1853, and of an act entitled 'An Act to
amend an act to incorporate the. Decatur and Indianapolis Railroad
Company,' in force February twelfth, 1854, whereby said Decatur and
Indianapolis Railroad Company became and was named and styled 'The
Indiana and Illinois Central Railway Company,' and whereas said
Indiana and Illinois Central Railway Company, in compliance with
the provisions of the 44th section of an act entitled 'An Act to
provide for a general system of railroad incorporations,' in force
November 5th, 1849, began the construction of its roads and
expended thereon ten percent on the amount of its capital within
five years after its incorporation."
The body of the act extended for ten years from and after April
26, 1863, the time for putting in full operation the Indiana and
Illinois Central railway.
The forty-fourth section of an act entitled "An Act to provide
for a general system of railroad incorporations," in force Nov. 5,
1849, is as follows:
"If any such corporation shall not, within five years after its
incorporation, begin the construction of its road, and expend
thereon
Page 103 U. S. 450
ten percent on the amount of its capital, and finish the road
and put it in full operation in ten years thereafter, its act of
incorporation shall become void."
On March 27, 1869, an act was passed supplementary and
amendatory of the act of Feb. 20, 1854, above mentioned, entitled
"An Act supplementary to and amending an act entitled
An Act to
incorporate the Decatur and Indianapolis Railroad Company,'
approved Feb. 8, 1853."
The act legalized an election held by the voters of Macon County
in favor of the issuing of bonds of said county, to the amount of
$60,000, to aid in building the Indiana and Illinois Central
railway, and an election subsequently held by the voters of the
same county in favor of a subscription by the county of $40,000 to
the capital stock of the said railroad company, and of the issuing
of the bonds of the county to pay for said stock, and in favor of
subscriptions by said county to three other railroad companies
therein named, and the issuing of the bonds of the county to pay
therefor.
Sect. 2 of the act provides as follows:
"The several townships in counties where township organization
has been adopted, lying on or near to the line of said railroad,
are hereby authorized to subscribe to and to take stock in the said
Indiana and Illinois Central Railway Company. Elections may be held
in any such township upon the question whether such township shall
subscribe for any specified amount of stock of said county, not
exceeding one hundred thousand dollars, whenever a petition for
that purpose shall be presented as hereinafter specified."
The subsequent sections of the act prescribe the mode of holding
elections mentioned in the second section, and the levy and
collection of a tax by the township authorities of the townships
which voted to take stock in said railroad company, to pay the
interest and principal on the bonds issued in payment thereof.
The last section extends the time for the completion of the
railroad of the said Indiana and Illinois Central Railway Company
to July 1, 1875.
On April 16, 1869, the legislature passed an act entitled "An
Act to fund and provide for paying the railroad debts of
counties,
Page 103 U. S. 451
townships, cities, and towns." This act provides for the
registration, in the office of the auditor of public accounts of
the state, of bonds issued by counties, townships, &c., in aid
of or to pay for stock in railroad companies.
Afterwards, on Sept. 13, 1869, and, as it was claimed, in
pursuance of the authority conferred by the Act of March 27, 1869,
at a special election held on that day, a majority of the legal
voters of Unity Township, in the County of Piatt, voted in favor of
a subscription of $14,000 to the stock of the Indiana and Illinois
Central Railway Company, and an issue of the bonds of the township
sufficient to pay for such stock.
Pursuant to this vote, fourteen bonds of the township, for
$1,000 each, all dated May 12, 1873, with interest coupons
attached, were duly executed by the officers of the township.
The bonds, principal and interest, were made payable to the
Indiana and Illinois Central Railway Company, or bearer, at the
American Exchange National Bank, New York.
They contained the following recital:
"This bond is one of a series of fourteen bonds of one thousand
dollars each, numbered from one to fourteen inclusive, issued under
and by virtue of the acts of the General Assembly of the State of
Illinois entitled "An Act supplementary to and amending an act
entitled
An Act to amend the act entitled an act to incorporate
the Decatur and Indianapolis Railroad Company,' approved February
8, 1853, in force March 27, 1869, and an act entitled `An Act to
fund and provide for paying the railroad debts of counties,
townships, cities, and towns,'" in force 16 April, 1869, and in
accordance with the vote of the electors of said township of Unity,
at a special election held in said township on the thirteenth day
of September, A. D. 1869, under the provisions of said acts, and in
accordance therewith, and the faith of said township is hereby
pledged for the payment of said principal sum and interest as
aforesaid."
The plaintiffs, being the holders of these bonds, brought this
suit against the township on the coupons which fell due May 12,
1878, and May 12, 1879.
The declaration having averred the execution of the bonds
(designating them as promissory notes), with the interest coupons
attached, proceeded as follows:
Page 103 U. S. 452
"And each of said promissory notes recites that it is issued
under and by virtue of a law of the State of Illinois entitled "An
Act supplementary to and amending an act entitled
An Act to
amend the act entitled an act to incorporate the Decatur and
Indianapolis Railroad Company,' approved Feb. 8, 1853," in force
March 27, 1869."
"And under a low of the State of Illinois entitled 'An Act to
fund and provide for paying the railroad debts of counties,
townships, cities, and towns,' in force 16th April, 1869. And in
accordance with the vote of the electors of said township of Unity,
at a special election held in said township on the thirteenth day
of September, A.D. 1869, under the provisions of said acts and in
accordance therewith."
"And the plaintiffs further aver that said promissory notes have
been duly registered in the office of the auditor of public
accounts of the State of Illinois, pursuant to said act of April
16, 1869, as from the certificate of said auditor of public
accounts attached to each of said promissory notes will more fully
appear."
"That the plaintiffs are the bearers of the coupons for interest
on said promissory notes which fell due on the twelfth day of May,
A.D. 1878, being seven coupons of one hundred dollars each. And
also of the fourteen coupons annexed to said promissory notes and
of even number therewith, each of which said coupons became due and
payable on the twelfth day of May, A.D. 1879, making in all the sum
of twenty-one hundred dollars."
"And the said defendant has failed to provide funds for the
payment of said instruments of interest at the American Exchange
National Bank, New York. And has utterly neglected to pay the same,
although thereunto often requested."
The township filed a general demurrer to the declaration, which
was overruled, and on its electing to stand by the demurrer and
refusing to plead, judgment was rendered in favor of the plaintiff,
which, by agreement of parties, was for the principal of the bonds
and the interest up to June 10, 1880, amounting in all to
$17,816.
This writ of error is prosecuted to reverse that judgment.
Page 103 U. S. 454
Mr. JUSTICE WOODS, after stating the case, delivered the opinion
of the Court.
The plaintiff in error alleges that the Act of March 27, 1869,
by authority of which the bonds sued on were issued, is a private
act, and should have been specially recited in the declaration, and
as the declaration contains no such recital, it is bad on general
demurrer. The defendants in error deny that the act is a private
act.
Private acts are thus defined by Blackstone:
"Special or private acts are rather exceptions than rules, being
those which operate only upon particular persons and private
concerns, such as the Romans entitled
senatus decreta, in
contradistinction to the
senatus consulta, which regarded
the whole community, and of these (which are not promulgated with
the same notoriety as the former) the judges are not bound to take
notice, unless they be formally shown and pleaded. Thus, to show
the distinction, the statute 13 Eliz., c. 10, to prevent spiritual
persons from making leases for longer terms than twenty-one years,
or their lives, is a public act, being a rule prescribed to the
whole body of spiritual persons in the nation; but an act to enable
the Bishop of Chester to make a lease to A. B. for sixty years is
an exception to this rule; it concerns only the parties and the
bishop's successors, and is therefore a private act."
1 Black.Com. 86.
Tested by this definition, it is clear that the act under
consideration is a public and not a private act. It legalizes
and
Page 103 U. S. 455
makes valid elections held by the people of Macon County,
Illinois, on the question of issuing the negotiable bonds of the
county in aid of certain railroad companies therein named, and
authorizes all the townships in the counties where township
organization had been adopted, lying on or near to the line of the
Indiana and Illinois Central Railway Company, on certain specified
conditions, to subscribe to the stock of that company and issue
their negotiable coupon bonds in payment thereof. This statute
affects not only the people of the County of Macon and of many of
the townships of all the counties lying on or near the line of the
railroad designated, but also all persons to whose hands the bonds
issued by the county and township mentioned, may come.
Some cases throwing light upon the question will be cited.
An act passed by the Legislature of Indiana, Feb. 14, 1848, to
incorporate the Ohio and Mississippi Railroad Company provided for
subscriptions to the stock of the company by the commissioners of
any county through which its road might pass and an issue of the
bonds of the county to pay for the same. This act was declared a
public act by this Court in
Commissioners of Knox County
v. Aspinwall, 21 How. 539.
In
State ex Rel. Cothren v. Lean, 9 Wis. 279, it was
held that a law providing for the location of county seat is a
general law. The Supreme Court of Indiana, in
West v.
Blake, 4 Blackf. (Ind.) 234, held that an act authorizing an
agent of the state to lay off and sell lots in a particular town,
it being the seat of government, was a public act. The courts
said:
"Statutes incorporating counties, fixing their boundaries,
establishing courthouses, canals, turnpikes, railroads, &c.,
for public uses all operate upon local subjects. They are not for
that reason special or private acts."
In this country, the disposition has been on the whole to
enlarge the limits of this class of public acts and to bring within
it all enactments of a general character, or which in any way
affect the community at large.
Pierce v. Kimball, 9 Me.
54;
New Portland v. New Vineyard, 16
id. 69;
Gorham v. Springfield, 21
id. 58;
Burnham v.
Webster, 5 Mass. 266;
Commonwealth v. McCurdy, id.
324;
Commonwealth v. Springfield, 7
id. 9;
Bac.Abr., Statute F. On these and many other authorities which
might be cited, we
Page 103 U. S. 456
think that the act by which the issue of the bonds sued on was
authorized is a public act, of which the courts are bound to take
judicial notice, and that it need not be specially pleaded.
But, independently of authority, there is a conclusive answer to
this claim of the plaintiff in error.
The Act of Feb. 24, 1854, to which the Act of March 27, 1869, is
supplementary and amendatory, is declared in express terms of its
fifth section to be a public act. It cannot, therefore, be said
that the act which supplements and amends it, and thereby becomes a
part of it, is a private act. If one is public, both must be.
The plaintiff in error next claims that the Decatur and
Indianapolis Railroad Company and the Indiana and Illinois Central
Railway Company were consolidated; that the effect of the
consolidation was to destroy the old corporations and create a new
one, and therefore, when the Act of March 27, 1869, was passed,
entitled an act supplementary to and amending an act entitled "An
Act to amend the act entitled an act to incorporate the Decatur and
Indianapolis Railroad Company, approved Feb. 8, 1853," and
authorizing certain townships to subscribe to the capital stock of
the Indiana and Illinois Central Railway Company, the charter of
the Decatur and Indianapolis Railroad Company had been surrendered;
that the company had ceased to exist, and that, there being no
corporation to which it could apply, the Act of March 27, 1869, was
therefore of no effect.
This seems to be an attempt to overturn by argument and
inference a deliberate enactment of the legislature, and erase it
bodily from the statute book.
Let it be conceded that the effect of the consolidation of the
two companies was to create a new corporation under the name of the
Indiana and Illinois Central Railway Company. It was perfectly
competent for the legislature to authorize townships to subscribe
to the stock of the new company and issue their bonds in payment
thereof. This was what the act under consideration did. The act
which it purported to amend, after reciting in its preamble the
fact of the consolidation of the Decatur and Indianapolis Railroad
Company with the Indiana
Page 103 U. S. 457
and Illinois Central Railway Company, conferred on the latter
company,
"as existing under the consolidation, all the property, rights,
franchises, and powers held, enjoyed, and possessed by either of
said original corporations prior to their said consolidation."
The act under consideration authorized certain townships to
subscribe stock to this corporation thus formed, and to issue their
bonds in payment therefor. It might fairly be entitled an act to
amend an act, by authority of which the company existed.
The new company, existing by recognition of the Act of Feb. 20,
1854, had the capacity to accept and did accept this amendment, for
it received and put in circulation the bonds issued under its
authority.
There is no ground for the theory that the Act of March 27,
1869, is inoperative. We are bound, if possible, to give it effect,
ut res magis valeat quam pereat. So far from its binding
force being a matter of doubt, we see no difficulty, based on the
reasons advanced by the plaintiff in error, in the way of giving it
full and complete effect.
It is next said by the plaintiff in error that the act is
unconstitutional, and therefore void and of no force.
The ground of its unconstitutionality is alleged to be that it
does not conform to sec. 23 of art. 3 of the Constitution of
Illinois of 1848, which provides that "No private or local law
which may be passed by the General Assembly shall embrace more than
one subject, and that shall be expressed in the title."
Assuming the act in question to be a local law, is it open to
the objection urged against it? It legalizes two elections held by
the people of Macon County, the first to decide whether the county
should issue its bonds to the amount of $60,000 to aid in building
the Indiana and Illinois Central Railway, and the second to decide
whether the county should subscribe $40,000 to the stock of said
railway company and issue its bonds for that amount in payment
thereof, and declares valid and binding any bonds of the county
issued or to be issued in pursuance of said elections, and it
authorized certain townships on conditions prescribed to subscribe
to the stock of said railway company, and issue their bonds in
payment thereof.
Page 103 U. S. 458
This act is entitled an act "supplementary to and amending" the
act conferring corporate powers on the Indiana and Illinois Central
Railroad Company.
The question whether such an act is obnoxious to the provision
of the Illinois Constitution in relation to the subject and title
of local acts has been substantially decided in the negative by
this Court in the case of
San Antonio v. Mehaffy,
96 U. S. 312.
The Constitution of Texas declares that "every law enacted by
the legislature shall embrace but one object, and that shall be
expressed in the title." The act of the legislature of Texas, said
to be in violation of this provision, was entitled "An Act to
incorporate the San Antonio Railroad Company." Among other
provisions, it authorized the City of San Antonio to take stock in
that company and issue bonds to pay for the same. The act was
decided to have but one object, and that was expressed in the
title.
The Supreme Court of Illinois, in the case of
The Belleville
&c. Railroad Company v. Gregory, 15 Ill. 20, has decided
that an act whose title was "An Act to incorporate the Belleville
and Illinois Railroad Company," and which contained a section which
authorized the City of Belleville and the County of St. Clair to
subscribe for stock in the company, was not in violation of the
section of the state constitution under consideration.
Fireman's Benevolent Association v. Lounsbury, 21 Ill.
511;
Supervisors of Schuyler County v. People, 25
id. 181;
O'Leary v. County of Cook, 28
id. 534;
Erlinger v. Boneau, 51
id. 94;
People v. Brislin, 80
id. 423;
Binz v.
Weber, 81
id. 288. The act cannot, therefore, be held
to be open to the constitutional objection under consideration.
But it is insisted that the second election ratified by the act
under consideration not only had reference to subscriptions of
stock and the issue of bonds in aid of the Indiana and Illinois
Railway Company, but also of three other railroad companies, and
the act therefore contained more than one subject, and the latter
subject was not expressed in the title.
In such a case, the provisions of the law touching the subject,
which is expressed in the title, must stand. Those relating to the
other subjects, not expressed in the title, alone fall. By
Page 103 U. S. 459
such a construction the purpose of the constitutional provision
is fully accomplished.
All the provisions of the law under consideration which have
reference to the Indiana and Illinois Central Railway Company
constitute but one subject; this, as we have seen, is expressed in
the title; the other matters constituting other subjects, not
expressed in the title, are so entirely disconnected with that
which is expressed that they can be eliminated and leave the
remainder of the act in full force.
Packet Company v.
Keokuk, 95 U. S. 80.
We are of opinion, therefore, that so much of the Act of March
27, 1869, as authorizes the issue of the bonds sued on is fairly
expressed in the title, and is constitutional and valid.
It is next alleged by the plaintiff in error that the Decatur
and Indianapolis Railroad Company was incorporated under the
general law of Illinois "to provide for a general system of
railroad incorporations," and not under the special act to
incorporate the Decatur and Indianapolis Railroad, of Feb. 8, 1853.
And it is insisted that the Act of March 27, 1869, under authority
of which the bonds in suit were issued, was an attempt by special
act to add to the powers conferred upon the company by a general
law.
Conceding the premises, we do not think the conclusion follows.
There is nothing in the Constitution of Illinois or the unwritten
restraints upon legislative power which forbids such an enactment.
We can see no reason either in the constitution of the state or in
public policy to restrain the legislature from declaring that
certain townships may subscribe to the stock of a particular
railroad company, organized under a general law, and issue their
bonds to pay for the same.
But the premises which we have conceded are not true. The
Decatur and Indianapolis Railroad Company was organized under the
special authority of the act to incorporate that company upon
compliance with the requirements of the general law.
The Indiana and Illinois Central Railway Company, in whose
behalf the Act of March 27, 1869, was passed, derived its corporate
existence and power from a consolidation between a
Page 103 U. S. 460
company of that name and the Decatur and Indianapolis Railroad
Company, made by authority of the law under which the latter
company was organized, and of the Act of Feb. 20, 1854, which
recognized the consolidation and confirmed to the new company "all
the property, rights, franchises, and powers held and enjoyed by
either of said original corporations."
The Indiana and Illinois Central Railroad Company derived its
existence from special laws, and not from the act to provide for a
general system of railroad incorporations. There is therefore no
ground for the objection under consideration to stand on.
The case is a clear one, and it is unnecessary to devote further
space to its discussion. There was in existence, by virtue of the
legislation of the State of Illinois, a corporation known as the
Indiana and Illinois Central Railway Company. By a perfectly valid
and constitutional act, certain townships, among them the plaintiff
in error, were authorized, upon a vote of a majority of their legal
voters, to subscribe stock in the railway company mentioned and
issue their bonds to pay for it. The election was held under this
law in the Township of Unity. A majority of its legal voters at
that election decided in favor of subscribing to the stock of the
railroad company, and issuing the bonds of the township in payment
thereof. The stock was accordingly subscribed, and the bonds were
issued by authority of law and sold. The railroad has been built
and is in full use as one of the post roads of the United States.
The holders of the bonds are entitled to their money, and there is
no legal obstacle in the way of a judgment therefor in their
favor.
Judgment affirmed.
