Bullard v. City of Cisco, Tex

Decision Date04 December 1933
Docket NumberNo. 10,10
Citation54 S.Ct. 177,290 U.S. 179,78 L.Ed. 254,93 A.L.R. 141
PartiesBULLARD et al. v. CITY OF CISCO, TEX
CourtU.S. Supreme Court

Messrs. Dexter Hamilton and Lawrence C. McBride, both of Dallas, Tex., for petitioners.

Mr. F. D. Wright, of Cisco, Tex., for respondent.

Mr. Justice VAN DEVANTER delivered the opinion of the Court.

This was an action at law brought in the federal court for the Northern District of Texas against the city of Cisco to recover on bonds and coupons issued by it. The plaintiffs were citizens of states other than Texas—three of New York and one of Ohio. The defendant city was a municipal corporation of Texas.

Of the pleadings it suffices now to say that the plaintiffs in their petition alleged that they were owners and holders of the bonds and coupons sued on, the former aggregating $14,000 and the latter $335,787.50; and that the defendant in its answer challenged the court's jurisdiction by alleging that the plaintiffs were not actual or beneficial owners of the bonds and coupons sued on but held them solely for purposes of collection on behalf of others who severally were the real owners, and none of whom could sue in the federal court because their respective holdings were not in excess of $3,000.

The evidence at the trial, so far as now material, was to the following effect: The city of Cisco in 19021928 issued and sold, for considerations duly received, its bonds aggregating a large sum. Attached to the bonds were coupons to be paid from time to time. The bonds and coupons were all negotiable in form and payable to bearer. When this suit was begun the plaintiffs held $2,115,000 of the bonds, $14,000 thereof being past due and unpaid, and held past due and unpaid coupons aggregating $335,787.50. These past due bonds and coupons are the ones in suit and the plaintiffs produced them in evidence.

All of the bonds and coupons held by the plaintiffs were transferred to them by prior holders in conformity with, and for purposes defined in, a bondholders' protective agreement of January 3, 1930. The prior holders were all citizens of states other than Texas; but the extent of their respective holdings so transferred was not shown by the evidence, save as it disclosed that the coupons sued on included $5,403.75 which, with the bonds to which they pertained, were received from George F. Averill, a citizen of Maine; $3,120 which, with the bonds to which they pertained, were received from the Title & Guaranty Trust Company, a corporate citizen of Ohio; and $5,590 which, with the bonds to which they pertained, were received from E. Schier Welch, a citizen of Massachusetts.

The agreement of January 3, 1930, in general outline was much like the usual bondholders' protective agreement. The parties to it were, upon one hand, the plaintiffs, who were called the bondholders' committee, and, on the other hand, all holders of bonds or coupons of the city who might thereafter deposit the same under the agreement in the manner provided.

There were introductory recitals that the city had failed to make payments of interest and principal in 1929; that it was desirable that holders of the bonds and coupons should 'unite and organize for the protection of their interests'; that this protection could be 'accomplished most effectively and with the least expense' through the committee if it were invested 'with full power and authority in the premises'; and that the committee had consented to act. Provisions then followed for a depositary which was to act on behalf of the committee and under its direction; for the deposit of bonds and coupons with the depositary by their several holders, the deposit to be such as would transfer to the committee 'the complete and absolute title'; and for the issue to each depositor of a certificate of deposit transferable only upon the books of the depositary. Other related provisions declared that the registered holder of any certificate of deposit should be deemed 'for all purposes to be the absolute owner thereof and of the bonds and/or coupons therein referred to, and neither the depositary nor the committee shall be affected by any notice to the contrary'; that each depositor should be deemed, by reason of his deposit, to have assented to and agreed to be bound by all provisions of the agreement; that no depositor should have 'any right to withdraw any bonds or coupons from deposit' or 'to take any separate action' with respect to them after their deposit; and that deposited bonds and coupons 'shall not be satisfied or discharged except if and as may be expressly declared or provided by the committee.'

Two paragraphs particularly defining the title and powers which the committee was to have declared:

'Seventh: Every depositor, for himself and not for any other, hereby sells, assigns, transfers and delivers to the Committee, its successors and assigns, each and every bond and coupon deposited hereunder by him, and also all his right, title, interest, property and claim at law, or in equity, by virtue of said bonds and coupons * * * and any and all his claims against the City or any receiver or receivers, or under any receivership of the City,1 or any of its property, to the end that the Committee, as from time to time constituted, shall be vested with full legal title to all the bonds and coupons deposited hereunder, and to each and every claim based thereon. * * *'

'Eighth: The Committee may, as the owner and holder of the deposited bonds and coupons, demand, collect and receive all moneys due or payable thereon and may take or cause to be taken, or participate in or settle, compromise or discontinue, any actions or proceedings for the collection of any of the bonds or coupons or the protection, enforcement or foreclosure of any legal or equitable lien securing or pertaining to same, including liens arising from the enforcement of taxes, levies, and assessments dedicated, levied or available for the service of the bonds,1 or for the appointment of a receiver of the City or for any purpose whatsoever. The Committee may give such directions, execute such papers, and do such acts, as the Committee may consider wise or proper in order to preserve or enforce the rights or to advance or serve the interest of the depositors. * * *' Other paragraphs authorized the committee to purchase, acquire, sell or dispose of any property 'which may be or become affected by any such lien, foreclosures, or taxes'; to borrow money for the purpose of making such purchases or acquisitions, discharging liens on property so purchased or acquired, or paying obligations and expenses of the committee, or for any other purpose of the agreement; and 'to pledge all or any part of the bonds and coupons deposited hereunder as collateral security for the payment of any such loan or loans.'

There were also provisions relating to 'a plan or plans for the refinancing, readjustment, liquidation or settlement of all of the bonds and/or other obligations of said city.'2 By these provisions the committee was authorized to prepare or participate in preparing such a plan and to include therein arrangements (a) for the purchase or acquisition of any properties or securities, the purchase or acquisition of which, in the opinion of the committee, would aid in advancing the interests of the certificate holders, and (b) for the 'sale, exchange or disposition' of the 'whole or any pro rata part of the deposited bonds and coupons.' The plan was to be submitted to the holders of certificates of deposit, and each holder was to be taken as assenting thereto unless within thirty days he dissented in writing. If two thirds assented the committee was to be at liberty either to make the plan operative or to abandon it and submit another. If any plan from which there was a dissent was made operative the committee was required to return to each dissenting certificate holder 'the bonds and coupons represented by his certificate,' upon the surrender of the certificate and the payment by him of 'an amount to be fixed by the committee'—which amount evidently was to be fixed on the basis prescribed in another provision soon to be mentioned.

The agreement further declared that the deposited bonds and coupons and all property purchased or acquired by the committee should be charged with the payment of the compensation, expenses, etc., of the committee; that any member of the committee might become 'pecuniarily interested' in any property or matters which might be subject to the agreement or to any plan of readjustment; and that the committee should have authority to construe the agreement, and its construction thereof, made in good faith, should be conclusive and bind the holders of certificates of deposit.

It was also provided that the agreement should not remain in force beyond the period of five years from its date, unless extended by the committee with the consent of the holders of certificates representing a majority in amount of the deposited bonds and coupons; and that the committee, if considering it expedient, might terminate the agreement at any time by a vote of two thirds of its members and giving notice thereof to the certificate holders.

Upon the...

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  • Illinois v. City of Milwaukee, Wisconsin
    • United States
    • U.S. Supreme Court
    • 24 Abril 1972
    ...for the purposes of diversity of citizenship, political subdivisions are citizens of their respective States.1 Bullard v. City of Cisco, 290 U.S. 179, 54 S.Ct. 177, 78 L.Ed. 254; Cowles v. Mercer County, 7 Wall. 118, 122, 19 L.Ed. 86. If a political subdivision is a citizen for diversity pu......
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    ...here) he possesses certain customary powers to hold, manage, and dispose of assets for the benefit of others. Cf. Bullard v. Cisco, 290 U.S. 179, 54 S.Ct. 177, 78 L.Ed. 254. Respondents are active trustees whose control over the assets held in their names is real and substantial. That the t......
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    ...to determine whether a substantial controversy, properly within the jurisdiction of the court, exists. Bullard v. Cisco, 1933, 290 U.S. 179, 54 S.Ct. 177, 78 L.Ed. 254, 93 A.L.R. 141; McNutt v. General Motors Acceptance Corp., 1936, 298 U.S. 178, 56 S.Ct. 780, 80 L.Ed. 1135. Some of the def......
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