Williams v. Village of Kenyon
| Decision Date | 14 October 1932 |
| Docket Number | No. 29066.,No. 29069.,No. 29067.,No. 29068.,29066.,29067.,29068.,29069. |
| Citation | 244 N.W. 558,187 Minn. 161 |
| Parties | WILLIAMS et al. v. VILLAGE OF KENYON et al. |
| Court | Minnesota Supreme Court |
Appeal from District Court, Goodhue County; Charles P. Hall, Judge.
Four separate actions by W. N. Williams and others against the Village of Kenyon and others. Findings in favor of the defendants in each case. From orders denying their motions for amended findings or a new trial, the plaintiffs appeal.
Orders affirmed.
D. L. Grannis, of South St. Paul, O. B. Strand, of Kenyon, and Cobb, Hoke, Benson, Krause & Faegre, of Minneapolis, for appellants.
A. Wm. Groth, and Cyrus Erickson, all of Minneapolis, amici curiæ, for appellants.
Andrew Finstuen, of Kenyon, Thomas Mohn and Horace W. Mohn, both of Red Wing, and Oppenheimer, Dickson, Hodgson, Brown & Donnelly, of St. Paul, for respondents.
Kyle & Kyle, of St. Paul, amici curiæ, for respondents.
Plaintiffs appeal from the orders denying their motions for amended findings or a new trial. There were four actions brought by and in behalf of taxpayers of the village of Kenyon, this state, against the village and its officers, and against certain defendants who had entered contracts for the installation of the various units in a municipally owned and operated electric lighting and heating plant, to declare such contracts void and enjoin the defendants from performing the same. Findings were made in favor of defendants in each case. It is conceded that, if the contract between the village and the Worthington Pump & Machinery Corporation, hereinafter called the Worthington Company, is valid, the order in each case should be affirmed. So we need consider only the case in which the Worthington Company is one of the defendants; but certain facts in connection with the plan to install the entire plant should be stated.
The village exists and operates under chapter 145, Laws 1885, and amendatory acts. The electric light, power, and heat so far used by the village and its inhabitants has been furnished by the plaintiff corporation, who is also a taxpayer therein. But, on August 31, 1931, the village council adopted a resolution that the village erect and operate a lighting and heating plant for supplying light and heat for public purposes and for the private use of its inhabitants, subject to the approval of the project by the voters. It was approved at an election held October 14, 1931, at which time the electors also voted to issue to the state $40,000 bonds to pay for the power house and the distributing system such as poles, wires, etc. Previous to the election, the council had called for bids for the erection of the power house and the distributing system; and also had called for bids for the furnishing of the generating power equipment upon the terms of a proposed conditional sales contract, whereby such equipment should be considered personal property, the title whereof should remain in the vendor until fully paid for solely from the net earnings of the plant, after deducting all expenses for operation and the accruing interest and principal installments as these became due on the $40,000 bonds mentioned. The village was not to assume any obligation to pay any part of the purchase price. Certificates were to be issued stating the time and manner of payment from the net earnings, but such certificates were to show on their face that the village was not to pay them, and that they were payable solely from the net income as stated. The bid of the Worthington Company of $67,952 for the Diesel engine and generating equipment was accepted, and a conditional sales contract executed with some modification of the terms of the proposal. The call for bids was conditioned upon the election being in favor of the construction of the whole plant and in favor of a bond issue to pay for the power house and the distributing system, and the acceptance of all three bids was conditioned upon contracts being executed for all three jobs. So, when later the electors voted to construct and operate the plant and issue bonds, they had before them the call for bids and understood how the acquisition of the generating equipment was to be had.
The first proposition of appellants is that there is no power in the village to enter into a conditional sales contract for the generating equipment. A village has such powers only as the Legislature delegates. And the powers delegated are construed rather strictly. Long v. City of Duluth, 49 Minn. 280, 51 N. W. 913, 32 Am. St. Rep. 547. However, where power is granted for a designated object, it implies the use of such powers and means as may be reasonably necessary to attain the object. Said chapter 145, Laws 1885, in section 9 thereof, declares a village organized thereunder shall "be endowed with all the rights, powers and duties incident to municipal corporations at common law * * * capable of contracting and being contracted with * * * and shall have power to take, hold, purchase, lease and convey real estate or personal property, or mixed estate as the purposes of the corporation may require," etc. Among the powers of municipal corporations at common law, 1 McQuillin on Municipal Corporations, § 124, mentions "(1) perpetual succession, (2) to sue and be sued, implead and be impleaded, grant or receive by its corporate name, and do all other acts as natural persons may," etc. Conditional sales contracts are entered into by natural persons and are in common use. Nothing in the statutes so far quoted prohibits the village from using such contracts in dealing with personal property. The contract relates to proprietary powers of the village. Reed v. City of Anoka, 85 Minn. 294, 88 N. W. 981. We must therefore examine other statutory provisions which restrict or limit those of section 9. c. 145, Laws 1885. Section 1229, Mason's Minn. St. 1927, expressly empowers a village, under whatever law governed, to erect lighting and heating plants for both public purposes and private use of its inhabitants, and to fix and collect uniform charges for private supply, or to purchase or lease any such works. No contention is here made that the electors did not approve the construction of the distributing system or the power house, and the $40,000 bond issue to the state so as to be able therewith to pay for that part of the plant. But the claim is that the $67,952 generating equipment, without which the distributing system and the power house are useless, cannot be acquired under this conditional sales contract, because the village lacks power to make it, and its terms are such that it prevents the village from properly exercising its functions. We think what has been said above shows that, since the power to acquire such a plant is expressly conferred, the means of accomplishing that object is left to the village so long as these are such as are customary and reasonable. It cannot be concluded because of the last-quoted sentence of section 1229 that the only way to acquire a plant is by a bond issue. If the village has the cash or some other property to give in trade, or some one should wish to donate a plant, it could not be said that said section 1229 stands in the way. That the terms of the conditional sales contract interfere with the free exercise of the function of the village and the performance by the treasurer of his prescribed duties seem to be equally untenable.
It cannot be successfully argued that the period within which payment is to be made necessarily extends longer than the period for which bonds may issue, were that method adopted. The village is not bound to maintain any certain rates. The provision as to that subject...
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