Board of Commissioners of Stanly County v. Coler Company

• Decision Date: 01 June 1903
• Docket Number: No. 264,264
• Citation: 47 L.Ed. 1126,23 S.Ct. 811,190 U.S. 437
• Parties: BOARD OF COMMISSIONERS OF STANLY COUNTY and I. W. Snuggs, Treasurer of Stanly County, Petitioners . v. W. N. COLER & COMPANY
• Court: U.S. Supreme Court

190 U.S. 437

23 S.Ct. 811

47 L.Ed. 1126

BOARD OF COMMISSIONERS OF STANLY COUNTY and I. W. Snuggs, Treasurer of Stanly County, Petitioners.

v W. N. COLER & COMPANY.

No. 264.

Argued April 27, 28, 1903.

Decided June 1, 1903.

This suit was brought in the United States circuit court for the western district of North Carolina, by the respondents against the petitioner, to recover on certain coupons attached to bonds alleged to have been issued by Stanly county, state of North Carolina, in part payment of the subscription of said county to the capital stock of the Yadkin Valley Railroad Company. The bill alleged the following facts:

The Yadkin Valley Railroad Company was organized as a corporation under the laws of North Carolina, to construct and operate a railroad running from Salisbury in that state, south to Norwood, a point in Stanly county.

The incorporation of the said company was under and by virtue of chapter 236 of the Acts of 1870, passed by the legislature for that year; and the said chapter was amended by an act of the legislature,—chapter 183 of the Acts of 1887.

The county, being desirous of aiding in the construction of said road, and acting through its proper authorities, subscribed the amount of $100,000 to the capital stock of the company, in pursuance of the authority and power conferred upon the said county under and by virtue of the acts of the legislature of North Carolina as above set out; and, also, under and by virtue of §§ 1996, 1997, 1998, and 1999 of the Code of North Carolina, all of the said acts and sections of the Code of North Carolina having been enacted and become laws in accordance with the Constitution of the state.

The county still holds the stock and derives benefit from the road in increased facilities for transportation, greatly increased value of the lands of the county, and from the taxes paid thereon. A copy of the bonds was attached to the bill, and is inserted in the margin.

EXHIBIT A.

(Copy.)

County of Stanly Six per Cent Bond.

Stanly county, state of North Carolina, is indebted to the bearer in the sum of five hundred dollars, lawful money of the United States, payable on the first day of July, A. D. one thousand nine hundred and twenty, with interest thereon from the first The bonds were exposed for sale, and the respondents became purchasers of them in good faith, and at the highest market price, and without any notice, express or implied, that there was any suggestion of their being void, invalid, fraudulent, or otherwise than perfectly legal in their issue and sale.

Interest on the bonds issued, as the same has become due, has been paid for the last four years. The coupons due and the amounts thereof are as follows:

                     48 Stanly county coupons, Nos. 2
                      46, 48, 49, and 72, $60.00 each. $2,880 00
                 
                     33 Stanly county coupons, Nos
                      81, 92, 95, 96, 98, 108, 110
                      112, 116, 118, 120, all numbers
                      inclusive, $30.00.................. 990 00
                                                       ---------
                      Making the sum of............... $3,870 00
                 
                

The payment of said sums was demanded at the proper time and refused, although the said total sum had been collected from the taxpayers of the county by the board of commissioners, in pursuance of the power conferred upon them, and was in the hands of I. W. Snuggs was the trustee of the bondhold-treasurer of the county, and having received the same for the payment of said interest, he became and is the trustee and agent of the bond and coupon holders, and therefore holds the same 'for the use and in trust for complainants.' The complainants are informed and believe that the reason why said treasurer has not accounted to them is that he has been restrained by a certain process of injunction, issued by one of the superior courts of the state of North Carolina in a suit brought in the name of the board of commissioners, and in the names of James P. Nash and G. R. McCain as plaintiffs, and against the said I. W. Snuggs as defendant, but that complainants were not made parties to the same, nor was any other bondholder. The treasurer and board of commissioners, unless restrained, will dispose of the fund collected as aforesaid. An injunction was prayed, and the statement of an account, and the appointment of a receiver asked.

The answer attacked the validity of the bonds, and averred that their invalidity was adjudged by the supreme court of the state in the case of Stanly County v. Snuggs, 121 N. C. 394, 39 L. R. A. 439, 28 S. E. 539, 'and that there has been no other decision or judgment given by said supreme court in conflict with the aforesaid decision; but that the said decision is uniform with the decision of the same court, delivered in the case of Union Bank v. Oxford, 119 N. C. 214, 34 L. R. A. 487, 25 S. E. 966, which are the only two cases in which the principle, or validity of these bonds has ever been before the supreme court of the state.' There were proper replications made to the answer. The case was submitted on the pleadings and certain exhibits, some of them being the records of the suits in the courts of North Carolina.

The grounds upon which the bonds are claimed to be invalid are indicated in the opinion. A decree was entered declaring and adjudging the bonds to be valid obligations of the county of Stanly; that complainants (respondents here) in the suit were bona fide purchasers and holders thereof; that, I. W. Snuggs was the trustee of the bondholders, and held the sum of $6,000 as such trustee, for the benefit of the bondholders, under and by virtue of the law and the orders of the board of commissioners of the county, and for the sole purpose of paying off and discharging the interest due on the bonds as set out in the bill. The decree also appointed a receiver for said sum, and ordered that said I. W. Snuggs pay the same to the receiver. It was further adjudged that the board of commissioners of Stanly county be enjoined from in any manner interfering with the execution and performance of the decree. The decree was reversed by the circuit court of appeals, and the cause was remanded 'with directions to dissolve the injunction, discharge the receiver, and dismiss the bill.' 37 C. C. A. 484, 96 Fed. 284. A rehearing was granted, and the decree of the circuit court was affirmed. 51 C. C. A. 379, 113 Fed. 705.

Messrs. James E. Shepherd, A. C. Avery, and Charles M. Busbee for petitioners.

Messrs. John F. Dillon, Harry Hubbard, John M. Dillon, Charles Price, and Aug. H. Price for respondents.

Mr. Justice McKenna, after stating the case as above, delivered the opinion of the court:

It will be observed that the bonds recited that they were 'issued by authority of an act of the general assembly of North Carolina, ratified the 3rd day of March, A. D. 1887, entitled 'An Act to Amend the Charter of the Yadkin Railroad Company,' and of §§ 1996, 1997, 1998, and 1999 of the Code of North Carolina, and authorized by the majority vote of the qualified voters of Stanly county, at an election regularly held for that purpose, on the 15th day of August, A. D. 1889, duly ordered by the board of commissioners of Stanly county.' The act of March 3, 1887, referred to, was an amendment of the act by which the Yadkin Railroad Company was incorporated (1870-'71), and was declared by the supreme court of the state not to have been passed in accordance with the constitutional provision requiring the yeas and nays to be entered upon the journals of each house of the general assembly. Union Bank v. Oxford, 119 N. C. 214, 34 L. R. A. 487, 25 S. E. 966; Stanly County v. Snuggs, 121 N. C. 394, 39 L. R. A. 439, 28 S. E. 539. The ruling was decided to be binding upon this court. Wilkes County v. Coler, 180 U. S. 506, 45 L. ed. 642, 21 Sup. Ct. Rep. 458, 190 U. S. ——, ante, 738, 23 Sup. Ct. Rep. 738.

The same objection does not lie to the sections of the Code of North Carolina recited in the bonds, and the controversy in the pending case turns upon the meaning of those sections and the effect of the recitals in the bonds.

Section 1996 provides as follows: 'The boards of commissioners of the several counties shall have power to subscribe stock to any railroad company or companies, when necessary to aid in the completion of any railroad in which the citizens of the county may have an interest.' This section and the four succeeding sections were the reproductions of a statute passed in 1868-69, a few days more than a year after the Constitution of 1868, and were passed upon and interpreted by the supreme court of North Carolina in Stanly County v. Snuggs, 121 N. C. 394, 39 L. R. A. 439, 28 S. E. 539. The court said:

'It is most reasonable to conclude that the policy and purpose of both the constitutional provision and the statute [code provisions] were the same, the only difference being that, in case of state aid, no approval by vote of the people was required, while a majority vote of the people was required in cases of county aid. The object of the statute must have been to provide, by a general act, means by which the counties, without special legislation for each county by separate bills, might be enabled to complete unfinished railroads in which the counties had a pecuniary interest. At the time of the enactment of the statute of 1868-69, and always since that time, any county of the state, duly observing the limitations of § 7 of article 7 of the Constitution, and under an act passed according to the requirements of § 14, art. 2, of the Constitution, could and can subscribe to the capital stock of the railroad company, whether unfinished or to be begun. The act of 1868-69, however, considering the condition of affairs then existing, that is, that there were counties which had a pecuniary interest in rail- roads that had been begun but were unfinished, enabled such counties to make subscriptions of bonds to complete such unfinished roads at the earliest moment and with the least cost, by a...