St. Joseph Bd. of Pub. Sch. v. Gaylord

• Decision Date: 30 April 1885
• Citation: 86 Mo. 401
• Parties: THE ST. JOSEPH BOARD OF PUBLIC SCHOOLS v. GAYLORD et al., Appellants.
• Court: Missouri Supreme Court

86 Mo. 401

THE ST. JOSEPH BOARD OF PUBLIC SCHOOLS

v.GAYLORD et al., Appellants.

Supreme Court of Missouri.

April Term, 1885.

Appeal from Buchanan Circuit Court.--HON. JOSEPH P. GRUBB, Judge.

AFFIRMED.

Hough, Overall & Judson for appellants.

(1) Section 7034, Revised Statutes, authorized respondent to issue the renewal funding bonds in question. The law of 1877 can be enforced without the necessity of employing a repeal of section 23 of respondent's charter. Besides, laws are presumed to be passed with deliberation and with full knowledge of all existing ones, and appellants insist that it is reasonable to suppose that if the general assembly had intended to alter respondent's charter the courts would not have been left to conjecture in the face of a positive prohibition against the construction of amendment by implication. (2) It is evident from the title of the act of 1877, and from its provisions, that it was intended to apply to those corporations only known as “boards of education.” There are known to the laws of Missouri, as parts of the public school system, corporations that may be divided into four classes, viz.: ( a) By section 7, page 129, of Laws of Missouri, 1870, the governing bodies of the public schools of any city, town or village, that elects to place itself under the act of March 21, 1870, is declared to be “a body corporate by the name of the board of education of said city, town or village.” ( b) There are “boards of education” of other cities, towns and villages governed by special laws, and which by section 1, page 127, Laws of Missouri, 1870, are exempt from the law approved March 21, 1870. ( c) By section 19, page 144, Laws of Missouri, act approved March 19, 1870, the governing body of the public schools in each congressional township is declared to be “a body politic and corporate in law, and shall be known by and under the name and title of township board of education of township No. ______, range No. ______, county of ______, and state of Missouri.” At different times the general assemblies of Missouri have given charters to the governing bodies of the public schools of certain cities, as, for instance, to respondent, the “St. Joseph Board of Public Schools,” and the “Board of President and Directors of the St. Louis Public Schools.” The act of 1877 mentions only one of these classes as having conferred upon it the power of issuing renewal funding bonds. What right has a court to suppose that the legislature intended to grant to each six miles square of farming land in Missouri, surveyed into a congressional township, the right to flood the world with its refunding bonds because it has said that a certain corporation known by a designated name shall have that power? The judgment of the court below should have been for defendant.

Crosby, Rusk & Craig for respondent.

(1) It was not competent for that legislature to bind a subsequent one to any particular method of altering or repealing a public act, much less to incorporate within it any inhibitory provision which could stand against and overcome the clearly expressed intention of a subsequent legislature. (2) There would seem to be little doubt that it was the legislative intent that section 11, of chapter 47, of the General Statutes, authorizing the issue of bonds, should apply to, and, if need were, to amend the St. Joseph charter, and as little doubt that if such were the intent to be drawn from the whole chapter, such was the effect of the section. (3) It was not the intention of the legislature by the act of 1867 to restrict the powers of school districts within any narrower limits than those imposed by the act amended. The act of 1867 was intended to apply to all boards of education, whether organized under the provisions of chapter 47, or under any other general or special law, and if such was the intention, respondent had authority under the general law, if not by virtue of its charter, to issue the bonds it issued in 1868.

Thomas F. Ryan for the taxpayers.

(1) The charter of the St. Joseph board of public schools was approved January 4, 1860, and amendments thereto approved March 13, 1866, and March 20, 1872. Neither in the charter nor amendments to the same can there be found any express power to issue bonds for the building of school houses or for any other purpose. If such power exists, it must be an implied power granted to said board of education. Corporations have no such power. “Corporations have not the implied power to borrow money and issue commercial and negotiable instruments.” Dillon on Municipal Corporations (3 Ed.) sec. 507; 15 Wall. 566; 16 Wall. 6; 19 Wall. 478; and see section 106 (3 Ed.) Dillon, and authorities cited in notes. “Corporations have only such powers as are specially given by their charters or necessary to carry into effect some specified power.” 9 Mo. 507; 10 Mo. 559; 43 Mo. 353. “They must act strictly within the power conferred on them.” 36 Mo. 294. “The distinction between a natural person and a corporation is that while the former may make any contract not prohibited by law, or against public policy, the latter can exercise only such powers as are expressly conferred on them by their charter.” 37 Mo. 399. That the implied power to issue bonds was not intended to be granted to plaintiff by its act of incorporation is evident from the provisions of section 14 of said act. (2) The power to issue the bonds was not given by the general laws of the state.

BLACK, J.

The pleadings in this case admit that plaintiff, The St. Joseph Board of Public Schools, in 1868 and 1871, issued a large amount of bonds to raise money to build school houses. These bonds were sold and the interest thereon paid up to October, 1880. Judgments have been rendered on subsequent maturing coupons by the circuit court of the United States, and writs of mandamus have been issued directing the levy and collection of the bonds to pay such judgments. To pay these matured and maturing bonds, and acting by authority of section 7034, Revised Statutes, 1879, the plaintiff, in March, 1885, directed the issue of $130,000 of renewal funding bonds. These funding bonds were issued of date March 2, 1885, and were sold to the defendants for $124,713, to be delivered and paid for at a specified time. The contract provides that it shall not be binding on defendants unless the bonds were issued in conformity to and by authority of law, so as to be the valid obligation of plaintiff. Upon tender of the bonds at the proper time, the defendants refused to accept and pay for the same, and hence this suit, which resulted in a judgment for plaintiff, from which the defendants appealed.

The defendants say, in their answer, section 7034 only applies to those corporations designated in the laws of this state as “boards of education,” and that said section has no application to plaintiff, because the...