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Spangler v. Green, 21 Colo. 505.

County Commissioners of the County of Gun- | the evidence need not be shown in any par nison for the amount of certain coupons of ticular or technical form. bonds. The Circuit Court of Appeals gave judgment for only a portion of the amount claimed. Judgment of the Circuit Court and of the Circuit Court of Appeals reversed, and cause remanded for further proceedings.

See same case below, 49 U. S. App. 399. The facts are stated in the opinion. Messrs. Thomas C. Brown, C. S. Thomas, W. H. Bryant, and H. H. Lee, for petitioner:

The court errs in reversing the judgment on errors committed in the admission or exclusion of testimony, when the record shows that all the testimony was not contained in the bill of exceptions, and the court below directed a verdict for the defendant. Where a court takes a case away from a jury and directs a verdict, the same rules apply as though the court had tried the case alone without a jury.

Robbins v. Potter, 98 Mass. 532; Daly v. Wise, 132 N. Y. 306, 16 L. R. A. 236; Maier v. Davis, 57 Wis. 212.

Every presumption will be indulged in to sustain the judgment of a trial court; and although improper evidence may have been admitted, it will be presumed that in arriving at a conclusion only proper evidence was considered, and that the judgment of the court below is correct.

Hinckley v. Pittsburgh Bessemer Steel Co. 121 U. S. 264, 30 L. ed. 967; Mammoth Mining Co. v. Salt Lake Foundry & Mach. Co. 151 U. S. 447, 38 L. ed. 229; Parker v. Van Buren, 20 Colo. 217; White v. White, 82 Cal. 427, 7 L. R. A. 799; Smith v. Long, 106 Ill. 485; Tower v. Fetz, 26 Neb. 706; Kirkland v. Telling, 49 Wis. 634; Minton v. Pickens, 24 S. C. 592; State v. Seabright, 15 W. Va. 590.

Dixon County v. Field, 111 U. S. 83, 28 L. ed. 360; Lake County v. Graham, 130 U. S. 674, 32 L. ed. 1065; Hedges v. Dixon County, 150 U. S. 182, 37 L. ed. 1044; Lake County Comrs. v. Standley, 24 Colo. 1.

The court erred in holding that the citals contained in the bonds estopped the county from proving against an innocent purchaser that the bonds had been issued in excess of the limit of indebtedness authorized by the Constitution of Colorado.

The instructions to the jury, duly excepted to, were reviewable by the circuit court of appeals, and are open to consideration in this court.

Pennock v. Dialogue, 2 Pet. 1; Worthington v. Mason, 101 U. S. 149, 25 L. ed. 848; United States v. Rindskopf, 105 U. S. 418, 26 L. ed. 1131; Ward v. Cochran, 150 C. S. 597, 37 L. ed. 1195.

Though he may have notice of infirmities in its origin, a purchaser of a municipal bond from a bona fide holder before matu

The court below erred in holding that it was error in the trial court to admit in evi-rity takes it as free from such infirmities as dence the financial statements of Gunnison it was in the hands of such holder. county for the six months ending respectively on December 31, 1881, June 30, 1882, and December 30, 1882.

The rulings of the court, which were duly objected and excepted to at the time, were reviewable by the circuit court of appeals.

Vicksburg & M. R. Co. v. O'Brien, 119 U. S. 99, 30 L. ed. 299; Mexia v. Oliver, 148 U. S. 664, 37 L. ed. 602; Lincoln v. Claflin, 7 Wall. 132, 19 L. ed. 106; Lees v. United States, 150 U. S. 476, 37 L. ed. 1150; Hickman v. Jones, 9 Wall. 197, 19 L. ed. 551; Michigan Ins. Bank v. Eldred, 143 U. S. 293, 36 L. ed. 162.

Plaintiff was a bona fide holder of the coupons in question.

San Antonio v. Mehaffy, 96 U. S. 312, 24 L. ed. 816; Lexington v. Butler, 14 Wall. 282, 20 L. ed. 809; Macon County v. Shores, 97 U. S. 272, 24 L. ed. 889.

A bona fide holder is a purchaser for value without notice, or the successor of one who was such a purchaser.

McClure v. Oxford Twp. 94 U. S. 429, 24 L. ed. 129.

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If any previous holder of the bonds in suit was a bona fide holder for value, the plaintiff can avail himself of such previous holder's position without showing that he himself has paid value.

Montclair v. Ramsdell, 107 U. S. 147, 27 L. ed. 431.

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Lake County v. Graham, 130 U. S. 674, 32 L. ed. 1060; Graves v. Saline County, 161 U. S. 359, 40 L. ed. 732; Sutliff v. Lake County Comrs. 147 U. S. 230, 37 L. ed. 145.

Messrs. John F. Dillon, Edmund F. Richardson, Harry Hubbard, and John M. Dillon, for respondent:

Moral justice and equity and fair dealing equally entitle the plaintiff to a recovery. Jasper County v. Ballou, 103 U. S. 745, 26 L. ed. 422; Graves v. Saline County, 161 U. S. 359, 40 L. ed. 732.

That the bill of exceptions contains all of

The plaintiff Standley was a bona fide holder of the $5,000 of bonds received by him in exchange for warrants which he surrenre-dered to Gunnison county.

Cromwell v. Sac County, 96 U. S. 51, 24 L. ed. 681; Douglas County Comrs. v. Bolles, 94 U. S. 104, 24 L. ed. 46; Marion County Comrs. v. Clark, 94 U. S. 278, 24 L. ed. 59; Nauvoo v. Ritter, 97 U. S. 389, 24 L. ed. 1050.

Douglas County Comrs. v. Bolles, 94 U. S. 104, 24 L. ed. 46; Montclair v. Ramsdell, 107 U. S. 147, 27 L. ed. 431.

The recital in the bonds, "that the total amount of this issue does not exceed the limit prescribed by the Constitution of the state of Colorado," is conclusive as an estoppel in favor of a bona fide holder of the bonds in question.

Chaffee County v. Potter, 142 U.S. 355,35 L. ed. 1040; Buchanan v. Litchfield, 102 U. S. 278, 26 L. ed. 138; Independent School Dist. v. Stone, 106 U. S. 183, 27 L. ed. 90; Sherman County v. Simons, 109 U. S. 735, 27 L. ed. 1093; Dallas County v. McKenzie, 110 U. S. 686, 28 L. ed. 285; Dixon County v. Field, 111 U. S. 83, 28 L. ed. 360.

The recital in the bond in question, that

it is issued "for valid floating indebtedness of the said county," creates an estoppel which is conclusive in favor of the bona fide holder of such bonds.

Jasper County v. Ballou, 103 U. S. 745, 26 L. ed. 422; Graves v. Saline County, 161 U. S. 359, 40 L. ed. 732; Huron v. Second Ward Sav. Bank, 57 U. S. App. 593, 86 Fed. Rep. 272, 30 C. C.A. 38; West Plains Twp. v. Sage, 32 Ú. S. App. 725, 69 Fed. Rep. 943, 16 C. C. A. 553; Kiowa County Comrs. v. Howard, 49 U. S. App. 642, 83 Fed. Rep. 296, 27 C. C. A. 531; Cadillac v. Woonsocket Inst. for Sav. 16 U. S. App. 546, 58 Fed. Rep. 935, 7 C. C. A. 574; National L. Ins. Co. v. Huron Bd. of Edu. 27 U. S. App. 244, 62 Fed. Rep. 778, 10 C. C. A. 637.

The issue of bonds to pay off or refund an existing indebtedness does not increase the debt or create a new debt. It merely changes the form of the old debt.

Powell v. Madison, 107 Ind. 106; Blanton v. McDowell County Comrs. 101 N. C. 532; Los Angeles v. Tweed, 112 Cal. 319; Sioux City v. Weare, 59 Iowa, 95; Opinion of the Justices in 81 Me. 602, Appx.

The so-called "financial statements" cannot be introduced in evidence as against a bona fide holder of the bonds in question containing such recitals as these bonds con

tain.

Sutliff v. Lake County Comrs. 147 U. S. 230, 37 L. ed. 145; Chaffee County v. Potter, 142 U. S. 355, 35 L. ed. 1040; Evansville v. Dennett, 161 U. S. 434, 40 L. ed. 760.

No record is constructive notice as to any negotiable paper unless a statute expressly so provides.

Burck v. Taylor, 152 U. S. 634, 38 L. ed.

578.

The purchaser of negotiable paper does not have constructive notice of any litigation pending, or any judgments which may have been previously rendered, regarding such paper.

This action was brought by E. H. Rollins & Sons, a corporation of New Hampshire, to obtain a judgment against the board of commissioners of Gunnison county, Colorado, a municipal corporation of that state, for the amount of certain coupons of bonds issued by the defendant in 1882. At the close of the evidence the defendant requested a peremptory instruction in its behalf. The circuit court charged the jury at some length, but concluded with a direction to find a verdict for the defendant, which was done, and a judgment in its favor was entered. That judgment was reversed in the circuit court of appeals, and the case is here upon writ of certiorari. 49 U. S. App. 399.

The case made by the complaint is as follows:

Where it is sought to affect a bona fide purchaser for value of commercial paper with constructive notice, the question is not whether he had the means of obtaining, or might have obtained by prudent caution, the knowledge in question, but whether not obtaining was an act of gross or culpable negligence.

Wilson v. Wall, 6 Wall. 83, 18 L. ed. 727; Ware v. Egmont, 4 DeG. M. & G. 460; Goetz v. Bank of Kansas City, 119 U. S. 551, 30 L.

ed. 515.

Lexington v. Butler, 14 Wall. 282, 20 L. ed. 809; Macon County v. Shores, 97 U. S. 272, 24 L. ed. 889; Cromwell v. Sac County, 96 U. S. 51, 24 L. ed. 681; Montclair v. Ramsdell, 107 U. S. 147, 27 L. ed. 431.

A person may estop himself from relying upon the constructive notice which records furnish.

*Mr. Justice Harlan delivered the opin-[256] ion of the court:

Warren County v. Marcy, 97 U. S. 96, 24 L. ed. 977; Carroll County v. Smith, 111 U. S. 556, 28 L. ed. 517; Orleans v. Platt, 99 U. S. 676, 25 L. ed. 404; Cass County v. Gil-*per annum, payable semi-annually on the[257] lett, 100 U. S. 585, 25 L. ed. 585; Thompson first days of March and September in each v. Perrine, 103 U. S. 806, 26 L. ed. 612. year at the county treasurer's office, or at the Chase National Bank in the city of New York, at the option of the holder, upon the presentation and surrender of the annexed coupons as they severally became due.

Each bond contained this recital: "This bond is issued by the board of county commissioners of said Gunnison county in exchange, at par, for valid floating indebtedness of the said county outstanding prior to September 2d, 1882, under and by virtue of and in full conformity with the provisions of an act of the general assembly of the state of Colorado, entitled 'An Act to Enable the Several Counties of the State to Fund Their Floating Indebtedness,' approved February 21st, 1881; and it is hereby certified that all the requirements of law have been fully complied with by the proper officers in the issuing of this bond. It is further certified that the total amount of this issue does not exceed the limit prescribed by the Constitu tion of the state of Colorado, aud that this

Brookhaven v. Smith, 118 N. Y. 634, 7 L. R. A. 755; Wilde v. Gibson, 1 H. L. Cas. 605; Stone v. Covell, 29 Mich. 359.

If the plaintiff proves the payment of value, then the burden is on the defendant to show that the plaintiff had notice of the illegality or fraud.

By the laws of Colorado, boards of county commissioners were authorized to examine, allow, and settle all accounts against their respective counties, and to issue county waṛrants therefor; to build and keep in repair the county buildings, to insure the same, and to provide suitable rooms for county purposes, and to represent the county, and have the care of county property and the management of the business and concerns of the county in all cases where the law did not otherwise provide.

On the 1st day of December, 1882, the de-
fendant board caused to be made and execut-
ed certain bonds acknowledging the county
of Gunnison to be indebted and promising
to pay to
or bearer the sum there-
in named, for value received, redeemable at
the pleasure of the county after ten years,
and absolutely due and payable twenty
years after date, at the office of the county
treasurer, with interest at eight per cent

The plaintiff was the holder and owner of coupons formerly attached to and belonging to certain bonds of the above issue. It asked judgment for the aggregate amount of the principal of the coupons, with interest on the[259] amount of each coupon as it became due.

Issue of bonds has been authorized by a vote | September, 1886, and made like default of a majority of the duly qualified electors thereafter up to and including September of the said county of Gunnison, voting on 1st, 1892. the question at a general election duly held in said county on the seventh day of November, A. D. 1882. The bonds of this issue are comprised in three series, designated 'A,' 'B' and 'C' respectively, the bonds of series 'A' being for the sum of one thousand dollars each, those of series 'B' for the sum of five hundred dollars each, and those of series 'C' for the sum of one hundred dollars each. This bond is one of series 'A.' The faith and credit of the county of Gunnison are hereby pledged for the punctual payment of the principal and interest of this bond." To each bond were attached coupons for the semi-annual interest, signed by the county treasurer.

The answer of the county contained a general denial of all the allegations of the complaint, and in addition set out elever affirmaive defenses, which were chiefly based upon the alleged fact that the county in issuing the bonds set forth in the complaint had attempted to incur an indebtedness not authorized by the Constitution of Colorado, or by the statute referred to in the bonds.

The provision of the Constitution of Colorado prescribing the extent to which counties may become indebted, and to which the bonds referred, is as follows:

On the first day of December, 1882, for the bonds of the county with coupons attached as above specified, the defendant board made an exchange with the parties "No county shall contract any debt by loan then holding county warrants, which before in any form, except for the purpose of erectthat time, in accordance with the statutes ing necessary public buildings, making or in such case made and provided, had been repairing public roads and bridges; and issued to them in settlement of claims pre- such indebtedness contracted in any one year [258]sented by them against the county. *In every shall not exceed the rates upon taxable propcase when warrants were presented they erty in such county, following, to wit: Counwere exchanged for the bonds of the county ties in which the assessed valuation of taxaat par for their face and interest. In each ble property shall exceed five millions of dolcase the blanks were filled out with the name lars, one dollar and fifty cents on each thousof the party receiving the bonds or exchanging and dollars thereof. Counties in which such the warrants, and the blank for the place of valuation shall be less than five millions of payment filled in as the banking house of dollars, three dollars on each thousand dol the Chase National Bank in the city of New lars thereof. And the aggregate amount of York. Thereupon the bonds were signed by indebtedness of any county for all purposes, the chairman of the board of county commis- exclusive of debts contracted before the adopsioners, countersigned by the county treas- tion of the Constitution, shall not at any time urer, and attested by the county clerk with exceed twice the amount above herein limthe seal of the county, and the coupons at-ited, unless when, in manner provided by tached were also filled out, stating the place law, the question of incurring debt shall, at of payment to be in the city of New York, at a general election, be submitted to such of the banking house of the Chase National the qualified electors of such county as in Bank, and stating also the number of the the year last preceding such election shall funding bond and the series to which it was have paid a tax upon property assessed to attached. them in such county, and a majority of those voting thereon shall vote in favor of incurring the debt; but the bonds, if any be issued therefor, shall not run less than ten years, and the aggregate amount of debt so contracted shall not at any time exceed twice the rate upon the valuation last herein mentioned; provided that this section shall not apply to counties having a valuation of less than one million of dollars." Laws of Col. 1877, p. 62.

The issue of bonds as above set forth was authorized by a vote of the qualified electors to be exchanged for warrants, and the amount thereof was spread upon the records of the county as provided for by the act of February 21st, 1881, entitled "An Act to Enable the Several Counties of the State to Fund Their Floating Indebtedness." In all other respects the terms and conditions of the act were fully complied with. The bonds were duly registered in the office of the auditor of the state.

*The act of February 21st, 1881, referred[260] to in the bonds in question, contains among other provisions the following:

In every case where bonds were issued and delivered to the payee or to any person for "§1. It shall be the duty of the county him, the parties received them in exchange commissioners of any county having a floatfor warrants, the amount of the bonds being indebtedness exceeding ten thousani doling the same as the amount of the warrants lars, upon the petition of fifty of the electors and interest thereon that had theretofore of said counties [county] who shall have paid been issued by the county. taxes upon property assessed to them in said From the 1st day of December, 1882, and county in the preceding year, to publish for up until the 1st day of March, 1886, the the period of thirty days in a newspaper pubcounty paid the interest on the bonds semi-lished within said county, a notice requestannually in accordance with their terms and ing the holders of the warrants of such counof the coupons attached to them. ty to submit in writing to the board of county commissioners, within thirty days from the date of the first publication of such no

The defendant board made default in the payment of interest due on the first day of

the aforementioned notice, and the amount shall be determined by the county commissioners, and a certificate made of the same and made a part of the records of the county; and any bond issued in excess of said sum shall be null and void; and all bonds issued under the provisions of this act shall be registered in the office of the state auditor, to whom a fee of ten cents shall be paid for recording each bond." Laws of Col. 1881, pp. 85, 86, 87.

tice, a statement of the amount of the warrants of such county which they will exchange at par, and accrued interest, for the bonds of such county, to be issued under the provisions of this act, taking such bonds at par. It shall be the duty of such board of county commissioners at the next general election occurring after the expiration of thirty days from the date of the first publication of the notice aforementioned, upon the petition of fifty of the electors of such county who shall have paid taxes upon property as- 1. The circuit court of appeals held that sessed to them in said county in the preced- the bill of exceptions did not purport to coning year, to submit to the vote of the quali- tain all the evidence adduced at the trial, fied electors of such county who shall have and for that reason it did not consider the paid taxes on property assessed to them question whether error was committed in in said county in the preceding year, the directing the jury to find for the defendant. question whether the board of county We are of opinion that the bill of exceptions commissioners shall issue bonds of such should be taken as containing all the evi-[262] county under the provisions of this act, dence. It appears that, as soon as the jury in exchange at par for the warrants of such was sworn to try the issues in the cause, "the county issued prior to the date of the first complainants to sustain the issues on their publication of the aforesaid notice; or they part offered the following oral and documenmay submit such question at a special elec-tary evidence." Then follow many pages of tion, which they are hereby empowered to testimony on the part of the plaintiffs, when call for that purpose at any time after the this entry appears: "Whereupon complainexpiration of thirty days from the date of ants rested." Immediately after comes this the first publication of the notice aforemen- entry: "Thereupon the defendants to sustioned, on the petition of fifty qualified elect- tain the issues herein joined on their part ors as aforesaid; and they shall publish for produced the following evidence." Then the period of at least thirty days immediate- follow many pages of evidence given on bely preceding such general or special election half of the defendant, and the evidence of a in some newspaper published within such witness recalled by the defendant, concluding county, a notice that such question will be with this entry: "Whereupon the further submitted to the duly qualified electors as proceedings herein were continued until the aforesaid, at such election. The county 20th day of May, 1896, at 10 o'clock A. M." treasurer of such county shall make out and Immediately following is this entry: "Wed[261]cause to be delivered to the judges of elec- nesday, May 20th, at 10 o'clock, the further tion in each election precinct in the county, trial of this cause was continued as follows." prior to the said election, a certified list of the The transcript next shows some discussion taxpayers in such county who shall have paid by counsel as to the exclusion of particular taxes upon property assessed to them in such evidence, after which is this entry: "Therecounty in the preceding year; and no person upon counsel for defendant made a formal shall vote upon the question of the funding motion under the evidence on both sides that of the county indebtedness, unless his name the court instruct the jury to return a vershall appear upon such list, nor unless he dict for the defendant." Although the bill shall have paid all county taxes assessed of exceptions does not state, in words, that it against him, in such county in the preceding contains all the evidence, the above entries year. If a majority of the votes lawfully sufficiently show that it does contain all the cast upon the question of such funding of the evidence. It is therefore proper to inquire floating county indebtedness shall be for the on this record whether the circuit court erred funding of such indebtedness, the board of in giving a peremptory instruction for the county commissioners may issue to any per- defendant. son or corporation holding any county warrant or warrants issued prior to the date of the first publication of the aforementioned notice, coupon bonds of such county in exchange therefor at par. No bonds shall be issued of less denomination than one hundred dollars, and if issued for a greater amount, then for some multiple of that sum, and the rate of interest shall not exceed eight per cent per annum. The interest to be paid semi-annually at the office of the county treasurer, or in the city of New York, at the option of the holders thereof. Such bonds to be payable at the pleasure of the county after ten years from the date of their issuance, but absolutely due and payable twenty years after date of issue. The whole amount of bonds issued under this act shall not exceed the sum of the county indebtedness at the date of the first publication of

173 U. S.

2. We have seen that the bonds to which were attached the coupons in suit recited that they were issued by the board of county commissioners "in exchange at par for valid floating indebtedness of the county outstanding prior to September 2d, 1882, under and by virtue of and in full conformity with the provisions of an act of the general assembly of the state of Colorado, entitled 'An Act to Enable the Several Counties of the State to Fund Their Floating Indebtedness,' approved February 21st, 1881;" that "all the require ments of law have been fully complied with by the proper officers in the issuing of this bond;" that the total amount of the issue did "not exceed the limit prescribed by the Constitution of the state of Colorado;" and that such issue had been authorized by a vote *of[268] a majority of the duly qualified electors of the county voting on the question at a gen

693

eral election duly held in the county on the 7th day of November, 1882.

Do such recitals estop the county from asserting against a bona fide holder for value that the bonds so issued created an indebtedness in excess of the limit prescribed by the Constitution of Colorado? An answer to this question can be found in former decisions of this court. It is necessary to advert to those decisions, particularly those in which the court considered the effect of recitals importing compliance with constitutional provisions.

In Buchanan v. Litchfield, 102 U. S. 278, 290, 292 [26: 138, 140, 141], which was a suit on interest coupons of municipal bonds, the defense was made that the bonds were issued in violation of that clause of the Constitution of the state providing that "no county, city, township, school district, or other municipal corporation shall be allowed to become indebted, in any manner or for any purpose, to an amount, including existing indebtedness, in the aggregate exceeding five per centum on the value of the taxable property therein, to be ascertained by the last assessment for state and county taxes previous to the incurring of such indebtedness." This court said: "As, therefore, neither the Constitution nor the statute prescribed any rule or test by which persons contracting with municipal corporations should ascertain the extent of their 'existing indebtedness,' it would seem that if the bonds in question had contained recitals which, upon any fair construction, amounted to a representation upon the part of the constituted authorities of the city that the requirements of the Constitution were met,—that is, that the city's indebtedness, increased by the amount of the bonds in question, was within the constitutional limit, then the city, under the decisions of this court, might have been estopped from disputing the truth of such representations as against a bona fide holder of its bonds. The case might then, perhaps, have been brought within the rule announced by his court in Town of Coloma v. Eaves, 92 U. S. 484 [23: 579], in which case we said, and now repeat, that 'where legislative authority has been given to a municipality, or to [264]its officers, to subscribe for the stock of a railroad company, and to issue municipal bonds in payment, but only on some precedent condition, such as a popular vote favor ing the subscription, and where it may be gathered from the legislative enactment that the officers of the municipality were invested with power to decide whether the condition precedent has been complied with, their recital that it has been, made on the bonds issued by them and held by a bona fide purchaser, is conclusive of the fact and binding upon the municipality; for the recital is itself a decision of the fact by the appointed tribunal.' So, in the more recent case of Orleans v. Platt, 99 U. S. 676 [25: 404] it was said that 'where the bonds on their face recite the circumstances which bring them within the power the corporation is estopped to deny the truth of the recital.'" Again: "A recital that the bonds were issued under the authority of the statute and in pursu

ance of the city ordinance did not necessarily import a compliance with the Constitution. Had the bonds made the additional recital that they were issued in accordance with the Constitution, or had the ordinance stated in any form that the proposed indebtedness was within the constitutional limit, or had the statute restricted the exercise of the authori ty therein conferred to those municipal corporations whose indebtedness did not at the time exceed the constitutional limit, there would have been ground for holding that the city could not, as against the plaintiff, dispute the fair inference to be drawn from such recital or statement as to the extent of its existing indebtedness."

In Northern Bank v. Porter Township, 110 U. S. 608, 616, 619 [28: 258, 261, 262], which was an action on municipal bonds, and involved a question respecting the conclusiveness, as between the municipality and a bona fide holder for value, of recitals in the bonds that they had been issued in conformity to law, the court referred to the above rule established in Town of Coloma v. Eaves, and said: "We are of opinion that the rule as thus stated does not support the position which counsel for plaintiff in error take in the present case. The adjudged cases, examined in the light of their special circumstances, show that the facts which a municipal corporation issuing bonds in aid of the construction of a railroad was not permitted, against a bona fide holder, to[265] question in face of a recital in the bonds of their existence, were those connected with or growing out of the discharge of the ordinary duties of such of its officers as were invested with authority to execute them, and which the statute conferring the power made it their duty to ascertain and determine before the bonds were issued; not merely for themselves. as the ground of their own action, but, equally, as authentic and final evidence of their existence, for the information and action of all others dealing with them in reference to it. .. The question of legisla tive authority in a municipal corporation to issue bonds in aid of a railroad company cannot be concluded by mere recitals; but, the power existing, the municipality may be estopped by recitals to prove irregularities in the exercise of that power; or, when the law prescribes conditions upon the exercise of the power granted, and commits to the officers of such municipality the determination of the question whether those conditions have been performed, the corporation will also be estopped by recitals which import such performance."

A leading case on this subject is Dixon County v. Field, 111 U. S. 83, 92-94 [28: 360, 363, 364], which involved the validity of bonds issued in the name of Dixon county, Nebraska, the Constitution of which state prescribed conditions upon which donations could be made to a railroad or other work of internal improvement by cities, towns, precincts, municipalities, or other subdivisions of the state, and imposed limitations upon the amount thereof and upon the mode of creating municipality debts of that kind. The principal question was as to the conclu

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