Statement of the case.

WOODSON V. MURDOCK ET AL.

1. The provision of the constitution of Missouri, which ordains—

"The General Assembly shall have no power, for any purpose whatever, to release the lien held by the State upon any railroad-"

a provision having reference to the statutory liens held by the State on different railroads for the credit of the State, lent to them by the issue of State bonds, the principal and interest of which the railroad companies were to pay-was not meant, in case of a failure by the railroad companies, to prevent the State from making a compromise with any railroad company of any debt due to it or to become due; and on the compromise being effected to release the lien.

2. This view of the meaning of the clause is not altered by reading it in the light of the constitutional ordinance, "for the payment of State and railroad indebtedness," adopted at the same time as the State constitution, and as part of it, which ordinance, after providing for a sale by the State of any railroad indebted to it, and for the possible case of a purchase by the State of the road, provides further for a sale of the road after the State has so become owner, ordaining in such case—

"That no sale . . . shall be made without reserving a lien upon the property and franchises thus sold . . . for all sums remaining duc." This expression is to be regarded-not as having reference to what the railroad company originally owed the State, that is to say, reference to the debt for which the road was first sold,-but to any portion of the purchase-money which may remain unpaid upon a second sale; a sale by the State, after she has become owner.

3. The provision in the same constitution

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That no law enacted by the General Assembly shall relate to more than one subject, and that shall be expressed in its title="

is not violated by any act having various details, provided they all relate to one general subject.

Hence where an act was entitled "An act for the sale of the Pacific Railroad, and to foreclose the State's lien thereon, and to amend its charter," held, that after certain sections providing for the sale, a section providing that in certain contingencies no sale should be made, was not a violation of the constitutional provision.

APPEAL from the Circuit Court for the Western District of Missouri.

Murdock and others filed a bill in the court below for an injunction to restrain Woodson, governor of Missouri, from advertising for sale, or selling, the Pacific Railroad,

Statement of the case.

under an alleged existing statutory lien in favor of the State of Missouri. The complainants were trustees for the bondholders upon a mortgage upon the road for $7,000,000, subsequent to the said lien, and dated July 15th, 1868.

The case was thus:

In 1851, and at various times between that year and 1855, the legislature of Missouri passed acts lending its credit to the Pacific Railroad, a railroad whose line extends from St. Louis to Kansas City. By the same act it lent its credit also to two other roads. The object of the legislation was to secure the completion of the roads. The form in which the aid was extended was this: The State made its bonds, some at twenty years and others at thirty years, promising to pay the amount thereof to the company or its order. Coupons were attached; and by act of the legislature, the faith and credit of the State were pledged for the payment of the interest and the redemption of the principal of the bonds.

The company was, by the act, to make provision for the punctual payment of the interest and principal of the bonds so issued by the State, so as to exonerate the State from advances for that purpose. To secure this undertaking on the part of the company, the act provided that the net tolls and income of the road should be pledged for the payment of interest, and that the acceptance of the bonds, by the company, "should become and be, to all intents and purposes, a mortgage of the road of the company, and every part and section thereof and its appurtenances, to the people of the State, for securing the payment of the principal and interest of the sums of money for which such bonds shall, from time to time, be issued and accepted as aforesaid.”

This was to be the first lien or mortgage upon the road; and it was further provided by the act that if the company should make default in the payment of either principal or interest, no more bonds should be issued to it, and it should be lawful for the governor to sell the road and its appurte nances, at auction, to the highest bidder, on six months' notice; or to buy in the same at such sale for the State,

Statement of the case.

subject to such disposition of the road or its proceeds as the legislature might thereafter direct.

Under these provisions as to security the State issued its bonds for the beneft of the Pacific Railroad, to the extent of $7,000,000 or upwards.

The company paid the interest on the bonds up to 1st July, 1859, but since that date had failed to do so.

In 1864, the road not being completed, the legislature of Missouri authorized the company to borrow $1,500,000, payable in four, five, and six years, and to secure it by a first lien on the road west of a place called Dresden, the State waiving, for this purpose and to this extent, its priority of lien. The bonds given as evidence of this debt were called "Dresden bonds."

In 1865—the rebellion being now just closed, and the State, which had been the theatre of contending parties among its own citizens, being left in an exhausted and impoverished way, with its railroads in many cases more or less torn up or greatly injured, and the companies to which they belonged in default for what they owed the State-the State adopted a new constitution and a constitutional ordinance; the latter being entitled "For the payment of State and railroad indebtedness."

This constitutional ordinance was adopted in pursuance of a vote taken under a statute, which enacted:

"The election shall be by ballot. Those ballots in favor of this ordinance shall have written or printed thereon the words, 'Shall the railroads pay their bonds? Yes.' Those opposed to this ordinance shall have written or printed thereon the words, 'Shall the railroads pay their bonds? No."

The new constitution thus ordained:

"No law enacted by the General Assembly shall relate to more than one subject, and that shall be expressed in the title; but if any subject embraced in an act be not expressed in the title, such act shall be void only as to so much thereof as is not so expressed.

Statement of the case.

"The General Assembly shall have no power, for any purpose whatever, to release the lien held by the State upon any railroad."

The constitutional ordinance provided for the levy of a heavy annual tax-10 per cent. on gross receipts from October, 1864, to October, 1868, and 15 per cent. thereafterupon the Pacific Railroad and other roads, to be "appropri ated to the payment of principal and interest now due, or hereafter to become due upon the bonds of the State, or the bonds guaranteed by the State issued to the aforesaid railroad companies."

By the fourth section of the ordinance it was provided that,

"Should either of said companies refuse or neglect to pay said tax as herein required, and the interest or principal of any of said bonds, or any part thereof remain due and unpaid, the General Assembly shall provide by law for the sale of the railroad and other property, and the franchises of the company that shall be thus in default, under the lien reserved to the State, and shall appropriate the proceeds of such sale to the payment of the amount remaining due and unpaid from said company."

And the fifth section of this ordinance provided that, "Whenever the State shall become the purchaser of any railroad, or other property, sold as hereinbefore provided for, the General Assembly shall provide by law in what manner the same shall be sold for the payment of the indebtedness of the railroad company in default; but no railroad or other property or franchises purchased by the State shall be restored to any such company until it shall first have paid in money or Missouri State bonds, or in bonds guaranteed by the State, all interest due from said company. And all interest thereafter accruing shall be paid semi-annually in advance, and no sale or other disposition of any such railroad or other property, or their franchises, shall be made without reserving a lien upon all the property and franchises thus sold or disposed of, for all sums remaining unpaid; and all payments therefor shall be made in money or in bonds or other obligations of the State."

In 1866 the road was finished and put in running order

Statement of the case.

to the west line of the State; but in order to effect this the company had in 1865 received aid from St. Louis County, to the amount of $700,000. On the 31st day of March, 1868, the road was in a bad condition as to repairs and equipments, and the company owed a floating debt of $1,092,848, an unadjusted debt of about $200,000, and the first instalment of the Dresden bonds, amounting to $500,000. Of its stock $3,614,500 was held by citizens and municipalities of Missouri-over $2,000,000 by St. Louis City and County, or taxpayers therein.

In this condition of the company as respects its road and its debt to the State and to others, and with the abovequoted provisions of the constitution and constitutional ordinance in force, the legislature, on the 31st of March, 1868, passed an act, entitled "An act for the sale of the Pacific Railroad, and to foreclose the State's lien thereon, and to amend the charter thereof."

By section one the governor was directed to sell the road and its appurtenances and all the property belonging thereto, in accordance with the provisions of section five of an act entitled "An act to expedite the construction of the Pacific Railroad," &c., approved February 22d, 1851.

The act then proceeded:

"SECTION 2. Upon a sale of the road, as provided in the foregoing section, the price and sum for which the same shall be sold shall not be less than $8,350,000, payable to the State treasurer, in the bonds of this State, or in money, within ninety days from the date of sale. No bid, except the bid of the governor on behalf of the State, shall be accepted, unless there is paid to the State treasurer, who shall attend the sale, an amount of not less than $300,000, in such bonds or money, as a part of the purchase-money, to be paid when the road is stricken off; and such bonds or money shall be forfeited to the State in case the purchaser or purchasers shall fail to the amount of the purchase-money bid within the time above provided for.

"If said sum of $8,350,000 is not realized at such sale, the governor shall, by himself or agent, buy in the same for and in the name of the State of Missouri.