1. The Court again decides that the authority conferred by the
charter of a railroad company in Missouri upon the county court of
any county in which a part of the road of the company might be to
subscribe to the capital stock thereof was not revoked by sec. 14
of art. 11 of the existing constitution of that state, and where
the general assembly reserved the right to amend the charter, and
the company was consolidated with another, pursuant to a law passed
after the adoption of the constitution, the county court of the
county through which the road passed might, without submitting the
question to a popular vote, lawfully subscribe to the capital stock
of the consolidated company, and issue its bonds in payment
therefor.
2.
County of Callaway v. Foster, 93 U. S.
567, and
County of Scotland v. Thomas,
94 U. S. 682, cited
and approved.
The facts are stated in the opinion of the Court.
MR. JUSTICE HUNT delivered the opinion of the Court.
Thomas, the plaintiff below, recovered a judgment for the amount
of certain bonds and coupons held by him, which were issued in the
year 1871 by the County of Schuyler, in the State of Missouri. He
was an honest purchaser of the bonds, without knowledge of vice or
defect in their issue.
Page 98 U. S. 170
The following is a copy of one of the bonds:
"Know all men by these presents, that the County of Schuyler, in
the State of Missouri, acknowledges itself indebted to the
Missouri, Iowa, and Nebraska Railway Company, a corporation
existing under and by virtue of the laws of the States of Missouri
and Iowa, formed by consolidation of the Alexandria and Nebraska
City Railroad Company (formerly Alexandria and Bloomfield Railroad
Company), of the State of Missouri, and the Iowa Southern Railway
Company, of the State of Iowa, in the sum of $1,000, which sum the
said county hereby promises to pay to the said Missouri, Iowa, and
Nebraska Railway Company, or bearer, at the Farmers' Loan and Trust
Company, in New York, on the first day of September, A.D. 1891,
together with interest thereon from the thirty-first day of
December, 1871, at the rate of eight percent per annum, which
interest shall be payable annually in the City of New York, on the
thirty-first day of December in each year, as the same shall become
due, on the presentation of the coupons hereto annexed. This bond
being issued under and pursuant to orders of the county court of
said Schuyler County, for subscription to the stock of the
Missouri, Iowa, and Nebraska Railway Company, as authorized by an
act of the General Assembly of the State of Missouri, entitled 'An
Act to incorporate the Alexandria and Bloomfield Railroad Company,'
approved Feb. 9, 1857."
"In testimony whereof, the said County of Schuyler has executed
this bond by the presiding justice of the county court of said
county, under the order of said court, signing his name hereto, and
the clerk of said court, under the order thereof, attesting the
same and affixing thereto the seal of said court."
"This done at the town of Lancaster, in the County of Schuyler,
in the State of Missouri, this first day of September, A.D.
1871."
"WILLIAM CASPER"
"
Presiding Justice of the County Court of Schuyler County,
Missouri"
"Attest: D. T. TRUITT"
"SEAL SCHUYLER COUNTY
Clerk of the County Court of"
"COURT, MISSOURI
Schuyler County, Missouri"
"Countersigned and delivered this seventeenth day of May,
1872."
"M. BAKER,
Trustee"
The legality of the bonds is denied.
1st, it is contended by the County of Schuyler that there was no
authority in the company, as incorporated in 1857, to
Page 98 U. S. 171
locate its track through or in the County of Schuyler; that as
the authority to subscribe and issue bonds depended on the power to
locate, there was no authority to subscribe for stock or issue the
bonds of the county.
The act to incorporate the Alexandria and Bloomfield Railroad
Company, approved Feb. 9, 1857, contained the following
provisions:
"It shall be lawful for the county court of any county in which
any part of the route of said railroad may be to subscribe to the
stock of said company, . . . and issue the bonds of said county to
raise funds to pay the stock thus subscribed."
"SEC. 8. Said company shall have full power to survey, locate,
and construct a railroad from the City of Alexandria, in the County
of Clark, in the direction of Bloomfield, in the State of Iowa, to
such point on the northern boundary line of the State of Missouri
as shall be agreed upon by said company, and a company authorized
on the part of the State of Iowa, to construct a railroad to
intersect the road authorized to be constructed by the provisions
of this act, at the most practicable point on said state line, . .
. and may select such route as may be deemed most
advantageous."
Bloomfield, as we learn by the maps in evidence, lies in a
northwesterly direction from Alexandria.
Schuyler County is also in a direction from Alexandria
northwesterly as to a portion of it, and more nearly northerly as
to another portion of it. As a matter of fact, an inspection of the
maps furnishes evidence (and they make a part of the record on
which our judgment is to be formed) that there is authority to
include a portion of Schuyler County in the description of a course
northwesterly from Alexandria and in the direction of Bloomfield.
These maps and the geography of the state inform us that this road
could be so located as to reach the immediate vicinity of
Bloomfield, with but little less variation from a direct course
than the line through Luray and Upton, which was first adopted.
But a straight line is not required by the statute, nor a line
having the fewest curves or angles, nor is the point of crossing
the state line fixed or prescribed. The most practicable and
advantageous line is to be adopted, depending upon all
Page 98 U. S. 172
the elements entering into the economy, productiveness, and
local advantages which would be sought by prudent men in
determining such a question.
This subject was discussed in
County of Callaway v.
Foster, 93 U. S. 567. As
there intimated, we are of the opinion that the legislature, by the
expression, "any county in which any part of the route of said
railroad may be," used as it was with reference to a road not yet
surveyed or located, intended to give a broad latitude, and to
embrace all the counties through or into which it was possible that
the said road could be located. These statutes are to be construed
as they were intended to be understood when they were passed,
twenty years since. The after-wisdom, obtained by unfortunate
results, cannot justly be applied in their interpretation. A
construction may now be sought which will avoid the payment of the
debts contracted for building the road. Then every inducement was
presented to make subscriptions and obtain the money. Little
respect would have been paid to the careful legislator or the
strict interpreter of the law, who, twenty years ago, had doubted
the power of these counties to make the subscription in
question.
We see nothing in the law or in the necessary facts of the case,
affecting the power in the first instance of the County of Schuyler
to subscribe to the stock of the Alexandria and Bloomfield Railroad
Company, and to issue its bonds to raise the funds to pay such
subscription.
2d, it is further alleged that in the year 1866 the Alexandria
and Bloomfield road was permanently located through the towns of
Luray and Upton to the north boundary line of Missouri, and that no
part of the line thus located was in or through the County of
Schuyler, and that the same was continued into the State of Iowa by
another company organized in that state; that the name of said
Alexandria and Bloomfield road was in that year changed by an act
of the legislature to that of Alexandria and Nebraska City
Railroad, and that in its second section that act provided
"that said railroad company may extend said road from a point at
or near Luray to Nebraska City, in Nebraska Territory, on the most
practicable and direct route by way of or near Rockport, in
Atchison County, Missouri; that the
Page 98 U. S. 173
name was again changed to that of the Missouri, Iowa, and
Nebraska Railroad Company; that the road was thereupon and by
virtue of said act constructed through Schuyler County into the
State of Iowa, and that this is the only line thus constructed
through Schuyler County. It is then added that when Schuyler County
made its subscription and issued its bonds, as set forth in the
complaint, to aid in the construction of this road, it was done
without a submission of the same to a popular vote, and that the
same was made without the previous assent of a majority of
two-thirds of the voters of the said county, and it is contended
that such subscription is void."
The question on this branch of the case arises upon art. 2, sec.
14, of the Constitution of the State of Missouri, which took effect
in July, 1865, and yet remains of force. It is in these words:
"The General Assembly shall not authorize any county, city, or
town to become a stockholder in or to loan its credit to any
company, association, or corporation, unless two-thirds of the
qualified voters of such county, city, or town, at a regular or
special election to be held therein, shall assent thereto."
By the terms of the charter of the Alexandria and Bloomfield
Railroad Company, the counties upon the route on which it might be
located, and of which Schuyler is one, were authorized in the year
1857 to subscribe to its stock, and issue their bonds in payment
therefor.
It has been repeatedly held by the Supreme Court of Missouri, as
well as by this Court, that the constitutional provision referred
to was prospective only in its effect. The General Assembly was not
permitted thereafter to authorize any county or city to make
subscriptions and to issue its bonds, except upon the terms
prescribed. But what it had previously authorized remained
unaffected. The authority given to Schuyler County eight years
before the Constitution took effect remained of the same force as
if the Constitution had never been adopted.
County of Scotland
v. Thomas, 94 U. S. 682, and
cases cited.
It is also established by the same authority that the
consolidation
Page 98 U. S. 174
of one railroad company with another company does not extinguish
the power of a county to subscribe, or the privilege of the company
to receive subscriptions, and this although the consolidation be
made by authority given after the Constitution took effect, and
although the subscription be made to the stock of such newly
organized company, and the bonds be issued after the same period.
These are held to be features constituting alterations merely of
the charter, and not affecting the rights or powers of the
companies to receive subscriptions or of counties to issue their
bonds.
Much weight is given in argument to the allegation that the
route of the Alexandria and Bloomfield road, as first established
and partly built, did not touch any portion of the County of
Schuyler. It is contended that when the route was selected and the
terminal point fixed at Upton, the power of the company was
exhausted, and the line was fixed, as certainly as if it had been
described in the charter. Without considering that general
proposition, we are of opinion that it does not govern the present
case.
The legislature in terms retained the authority to alter or
amend each one of these railroad charters. It did amend the charter
of the Alexandria and Bloomfield road and its successors so as to
authorize a location extending entirely through Schuyler County. It
deemed this addition important to the interest of the public, and
its exercise changed what may be termed the ordinary rule that a
location once fixed and a road partly constructed could not be
changed. That this was within the reserved power of the
legislature, if assented to by the company, and that it was a
legitimate exercise of the power of amendment, whereby the original
charter, with its powers and privileges, was continued and
extended, the cases of Callaway and Scotland County sufficiently
establish.
It is said also that this subscription was rendered void by the
act of 1861, prohibiting such subscription. The case of
State
ex Rel. Wilson v. Garoute is cited from the "Central Law
Journal" to sustain this proposition.
We do not think it necessary to discuss the question. It was
fully considered in
Smith v. County of Clark, 54 Mo.
58,
Page 98 U. S. 175
and the validity of the bonds, so far as this statute affected
them, was sustained. In the subsequent case of
State v.
Garoute, one judge expressed a contrary opinion. The other
judges expressed no approbation of the doctrine, and a deliberate
opinion of the court cannot thus be disturbed.
The questions in the
County of Scotland v. Thomas,
supra, arose upon the same charter of the Alexandria and
Bloomfield Railroad Company, the same consolidation forming the
Missouri, Iowa, and Nebraska Railway Company, with the same
original location through Luray and Upton, the same extension and
change thereof through the Counties of Scotland and Schuyler, and
the issue of the same form of bonds at about the same time to the
same company to build the same extension of the road as in the case
before us.
The Court, in delivering its opinion in that case, says:
"The amending act, therefore, which authorized a consolidation
with the Iowa Southern Railway Company, and thereby constituted the
Missouri, Iowa, and Nebraska Railway Company, was in perfect accord
with the general purpose of the original charter of the Alexandria
and Bloomfield Railroad Company, and if the other rights and
privileges of the latter company passed over to the consolidated
company, we do not see why the privilege in question should not do
so, nor why the power given to the county to subscribe to the stock
should not continue in force."
We are of the opinion that the
Scotland County case and
the
Callaway County case were well decided, and that they
dispose of the present case. It is neither necessary nor wise to
repeat a review of the authorities there discussed. We are
satisfied with the cases as they stand.
The County of Schuyler was authorized to make a subscription by
virtue of its original charter, and no submission of the question
to a popular vote was necessary. That the company might establish a
location and change it by authority of the legislature. That it
might be authorized to build a branch or extension in furtherance
of its general object as originally chartered. That this might be
and was accomplished by a new organization, to which, as the
transferee of the original privileges, the right to receive and of
the county to make subscriptions
Page 98 U. S. 176
pertained. That these powers were legitimately exercised is
plain upon the authorities cited.
The judgment of the court below was in accordance with these
views, and without going through the several questions in detail,
we answer them in the affirmative, and direct that the judgment of
the circuit court be affirmed.
Judgment affirmed.
Mr. JUSTICE MILLER, Mr. JUSTICE FIELD, and Mr. JUSTICE HARLAN
dissented.