All the questions presented and argued in this case have been
often considered and decided by this Court, and the Court adheres
to the decisions in
Page 133 U. S. 524
Montclair v. Ramsdell, 107 U.
; Bernards Township v. Stebbins,
109 U. S. 341
New Providence v. Halsey, 117 U.
Cotton v. New Providence,
47 N.J.Law 401, and
Mutual Benefit Life Co. v. Elizabeth,
42 N.J.Law 235,
The organization of townships and the number, character, and
duties of their various officers are matters of legislative
Officers duly appointed under statute authority represent a
municipality as fully as officers elected.
When the legislature has declared how an officer is to be
selected, and the officer is selected in accordance with that
declaration, his acts, within the scope of the powers given him by
the legislature, bind the municipality.
In contract to recover on bonds issued by a municipal
corporation. Judgment for the plaintiff, to review which this writ
of error was sued out. The case is stated in the opinion.
MR. JUSTICE BREWER delivered the opinion of the Court.
This is an action on township bonds. Judgment was rendered
against the township, and it alleges error. The bonds were issued
under an act approved April 9, 1868, and found in the Session Laws
of New Jersey for that year, pages 915 et seq.
the obligatory words, this was the form of the bond:
"This bond is one of a series of like tenor, amounting in the
whole to the sum of one hundred and twenty-seven thousand dollars,
issued on the faith and credit of said township in pursuance of an
"An act to authorize certain towns in the counties of Somerset,
Morris, Essex, and Union to issue bonds and take stock in the
Passaic Valley and Peapack Railroad Company,"
"approved April 9, 1868. In testimony whereof the undersigned,
commissioners of the said township of Bernards, in the County of
Somerset, to carry into effect the purposes and provisions of the
said act, duly appointed, commissioned, and sworn, have hereunto
Page 133 U. S. 525
our hands and seals the first day of January, in the year of our
Lord one thousand eight hundred and sixty-nine."
"JOHN. H. ANDERSON [L.S.]"
"JOHN GUERIN [L.S.]"
"OLIVER R. STEELE [L.S.]"
"Registered in the county clerk's office."
"WILLIAM ROSS, Jr."
The first section of the act provides that, upon the application
in writing of twelve or more resident freeholders, the circuit
court of the county shall appoint three resident freeholders to be
commissioners. Section 2 reads as follows:
"That it shall be lawful for said commissioners to borrow, on
the faith and credit of their respective townships, such sum of
money, not exceeding ten percentum of the valuation of the real
estate and landed property of such township, to be ascertained by
the assessment rolls thereof, respectively, for the year eighteen
hundred and sixty-seven, for a term not exceeding twenty-five years
at a rate of interest not exceeding seven percentum per annum,
payable semiannually, and to execute bonds therefor under their
hands and seals, respectively. The bonds so to be executed may be
in such sums, and payable at such times and places, as the said
commissioners and their successors may deem expedient; but no such
debt shall be contracted or bonds issued by said commissioners of
or for either of said townships until the written consent shall
have been obtained of the majority of the taxpayers of such
township or their legal representatives, appearing upon the last
assessment roll, as shall represent a majority of the landed
property of such township (including lands owned by nonresidents)
appearing upon the last assessment roll of such township. Such
consent shall state the amount of money authorized to be raised in
such township, and that the same is to be invested in the stock of
the said railroad company, and the signatures shall be proved by
one or more of the commissioners. The fact
Page 133 U. S. 526
that the persons signing such consent are a majority of the
taxpayers of such township and represent a majority of the real
property of such township shall be proved by the affidavit of the
assessor of such township endorsed upon or annexed to such written
consent, and the assessor of such township is hereby required to
perform such service. Such consent and affidavit shall be filed in
the office of the clerk of the county in which such township is
situated and a certified copy thereof in the town clerk's office of
such township, and the same, or a certified copy thereof, shall be
evidence of the facts therein contained, and received as evidence
in any court of this state, and before any judge or justice
By section three, these commissioners were authorized to dispose
of the bonds and invest the money in railroad stock in the name of
the township, to subscribe for and purchase stock in the railroad
company, and to act at stockholders' meetings.
Section fourteen provides
"That all bonds issued in accordance with the provisions of this
act shall be registered in the office of the county clerk of the
county in which the township is situated issuing the same, and the
words 'Registered in the county clerk's office' shall be printed or
written across the face of each bond, attested by the signature of
the county clerk when so registered, and no bond shall be valid
unless so registered."
It is conceded that the commissioners were duly appointed; that
the issue of bonds was not in excess of the amount authorized by
the statute; that a paper purporting to contain the consent of the
requisite number of taxpayers, duly verified by the affidavit of
the township assessor, was filed in the office of the clerk of the
county, and that the plaintiffs were bona fide
But the contention is that the consent roll did not in fact contain
the requisite number of taxpayers, and that the affidavit of the
assessor was not true; also that the commissioners did not borrow
any money on the bonds, but disposed of them without lawful
consideration. The circuit court held that these defenses were
unavailing against bona fide
holders of the bonds, and
with that ruling we concur. Indeed, all the questions which were,
earnestly presented and
Page 133 U. S. 527
argued by counsel for plaintiffs in error have been often
considered and decided by this Court. The act gave the
commissioners power, under certain conditions, to issue the bonds.
The recitals therein show that they were issued "in pursuance" of
the act, and the bonds were all duly registered as required. The
case of Montclair v. Ramsdell, 107 U.
, 107 U. S. 158
was a suit on bonds in form like the ones in suit, and issued under
a statute practically identical. The validity of those bonds was
sustained, and in the course of his opinion, speaking for the
Court, MR. JUSTICE HARLAN says:
"Legislative authority for an issue of bonds being established
by reference to the statute, and the bonds reciting that they were
issued in pursuance of the statute, the utmost which plaintiff was
bound to show, to entitle him prima facie
to judgment, was
the due appointment of the commissioners, and the execution by them
in fact of the bonds. It was not necessary that he should, in the
first instance, prove either that he paid value or that the
conditions preliminary to the exercise by the commissioners of the
authority conferred by statute were in fact performed before the
bonds were issued. The one was presumed from the possession of the
bonds, and the other was established by the statute authorizing an
issue of bonds, and by proof of the due appointment of the
commissioners, and their execution of the bonds, with recitals of
compliance with the statute."
the cases of Bernards Township v.
Stebbins, 109 U. S. 341
New Providence v. Halsey, 117 U.
, in which bonds issued either under the act
before us or that referred to in 107 U. S. 107
147, 107 U. S. 158
were considered by the Court. Reference also may be
made to two New Jersey cases, Cotton v. New Providence,
N.J.Law 401, and Mutual Life Ins. Co. v. Elizabeth,
It were useless to refer to the long list of cases in which
recitals like these have been held sufficient to sustain bonds in
the hands of bona fide
holders. It is urged that these
commissioners were not elected by the people; that they were not
the general officers of the township, but were special officers
appointed by the circuit court -- special agents, as it were, for
the specific purpose; that the statute does not in terms
Page 133 U. S. 528
give them authority to determine whether the preliminary
conditions have been complied with, and that this case is therefore
to be distinguished in these respects from those cases where
similar recitals have been held conclusive. But, though not the
ordinary officers of the township, they were the ones to whom by
legislative direction was given full authority in the matter of
issuing bonds. The organization of townships, the number,
character, and duties of their various officers, are matters of
legislative control, and it is not doubtful that officers appointed
represent the municipality as fully as officers elected. When the
legislature has declared how an officer is to be selected, and the
officer is selected in accordance with that declaration, his acts,
within the scope of the powers given him by the legislature, bind
the municipality. But these special commissioners were not the only
officers of the township whose acts gave currency to these bonds.
If inquiry had been directed to the county and township records,
the affidavit of the township assessor to the consent required
would have been found, and on the face of the bonds it appears that
the county clerk of the county has added his official certificate
to their validity, so that the acts of general, as well as of
special, officers and agents of the township are the foundation
upon which rests the validity of these bonds.
While it is true that the act does not in terms say that these
commissioners are to decide that all preliminary conditions have
been complied with, yet such express direction and authority is
seldom found in acts providing for the issuing of bonds. It is
enough that full control in the matter is given to the officers
named. In the case of Oregon v. Jennings, 119 U. S.
, 119 U. S. 92
the rule is thus stated by MR. JUSTICE BLATCHFORD:
"Within the numerous decisions by this Court on the subject, the
supervisor and the town clerk, they being named in the statute as
the officers to sign the bonds, and the 'corporate authorities' to
act for the town in issuing them to the company, were the persons
entrusted with the duty of deciding, before issuing the bonds,
whether the conditions determined at the election existed. If they
have certified to that effect in the bonds, the town is estopped
from asserting, as against a
Page 133 U. S. 529
holder, that the conditions prescribed by the
popular vote were not complied with."
Whatever may be the hardships of this particular case, to
sustain the defenses pressed would go far toward destroying the
market value of municipal securities. We see no error in the ruling
of the circuit court, and its judgment is therefore
MR. JUSTICE FIELD took no part in the decision of this case.