St Joseph Township v. Rogers

• Decision Date: 01 December 1872
• Citation: 83 U.S. 644,16 Wall. 644,21 L.Ed. 328
• Parties: ST. JOSEPH TOWNSHIP v. ROGERS
• Court: U.S. Supreme Court

83 U.S. 644

21 L.Ed. 328

16 Wall. 644

ST. JOSEPH TOWNSHIP v. ROGERS.

December Term, 1872

ERROR to the Circuit Court for the Southern District of Illinois.

Rogers brought assumpsit in the court below against St. Joseph Township, Champagne County, Illinois, to recover interest on certain railroad bonds alleged to have been issued by said township. The township set up that the bonds were not properly issued, and void.

The case was thus:

On the 28th of February, 1867, the legislature of Illinois passed 'an act to amend the articles of association of the Danville, Urbana, Bloomington, and Pekin Railroad Company, and to extend the powers of and confer a charter upon the same.' In its material parts the act read thus:

'SECTION 12. To further aid in the construction of said road by said company, any incorporated town or townships, along the route of said road, may subscribe to the capital stock of said company in any sum not exceeding $250,000.

'SECTION 13. No such subscription shall be made until the question has been submitted to the legal voters of such incorporation town or township in which the subscription is proposed to be made. And the clerk of each of said towns or townships is hereby required, upon the presentation of a petition signed by at least ten citizens who are legal voters, to post up notices, &c., notifying the legal voters of such town or township to meet at the usual place of holding elections in such town or township, &c., for the purpose of voting for or against such subscription, Provided, that where elections may have already been held, and a majority of the legal voters of any township or incorporated town were in favor of a subscription to said railroad, then, and in that case, no other election need be had; and the amount so voted for shall be subscribed as in this act provided; and such elections are hereby declared to be legal and valid, as though this act had been in force at the time thereof; and all the provisions hereof had been complied with.

'SECTION 14. If it shall appear that a majority of all the legal voters of such towns or townships, voting at such election, have voted 'For Subscription,' it shall be the duty of the president of the board of trustees, or other chief executive officer, if in incorporated towns, and of the supervisor in townships, to subscribe to the capital stock of said railroad company, in the name of such town or township, the amount so voted to be subscribed, and to receive from said company the proper certificates therefor. He shall also execute to said cempany, in the name of such town or townships, bonds bearing interest at ten per cent. per annum, which bonds shall run for a term of not more than twenty years, and the interest on the same shall be made payable annually; and which bonds shall be signed by such president, executive officer, or supervisor, and be attested by the clerk of the town or township in whose name the bonds are issued, and it shall be his duty to make out a record of the issuing of said bonds. Said bonds shall be delivered to the president or secretary of said company, for the use of said company. And when any city or county shall hereafter vote to make subscription, as aforesaid, the chairman of the board of supervisors of such county and the mayor of such city shall be required to subscribe to the capital stock of said company the amount so voted.

'SECTION 15. It shall be the duty of the clerk of any such town or township in which a vote shall be given in favor of subscription, within ten days thereafter, to transmit to the county clerk of their respective counties a transcript or statement of the vote given, and the amount so voted to be subscribed, and the rate of interest to be paid, Provided that where elections may have been held as aforesaid, it shall be the duty of the town clerks to file with the county clerks of their respective counties, within ten days after the issuing of said bonds, certificates of the votes of their towns, the amount of stock voted to be subscribed, the amount of bonds issued, and the rate of interest payable thereon.'

On the 25th of February, 1869, the same legislature passed an act entitled 'An act to amend articles of association of the Danville, Urbana, Bloomington, and Pekin Railroad Company, and to extend the powers of and confer a charter upon the same.' It was thus:

'WHEREAS, certain township officers along the line and through which the Danville, Urbana, Bloomington, and Pekin Railroad passes, have failed to keep a full and perfect record of elections called and held, and township clerks have failed to file with the county clerk, certificates, as required by section fifteen of the amended articles of association of said railroad, therefore,

'SECTION 1. Be it enacted, where such informalities and neglect may have occurred, and bonds have been issued to aid in the construction of said railroad, that no such neglect or omission on the part of township officers, shall in any way invalidate or impair the collection of said bonds, both principal and interest, as they may respectively fall due,' &c.

So far as to the legislation in the case.

On the trial the plaintiff gave in evidence different bonds, dated October 1st, 1867, issued by the supervisor and clerk of the township, purporting that the township acknowledged itself to owe so much money, which it promised to pay the bearer, with interest, at ten per centum per annum, yearly on the 1st of October.

The bond recited that it was issued by virtue of a law of the State of Illinois, entitled:

"An act to amend the articles of association of the Danville, Urbana, Bloomington, and Pekin Railroad Company, and to extend the powers of and confer a charter upon the same,' approved February 28th, 1867, and in accordance with the vote of the electors of said township at the special election held August fourteenth, 1866, in accordance with said act.'

On the other hand evidence was given by the township, tending to show that the election held for the purpose of deciding whether the township would subscribe stock, was held on the fourth of August, 1866, and, of course, before the passage of the act of February 28th, 1867, incorporating the company, and that at the time of the election there were three hundred legal voters in St. Joseph Township, of whom only seventy-five persons voted at the election; a majority of the seventy-five only voting in favor of the issuing of the bonds; that no poll-book or record of any kind was made or kept of the election, and that no record or transcript of the proceedings at it was ever transmitted to the county clerk.

The plaintiff in reply relied on the recitals in his bonds, on the fourteenth section of the act, and on the amendatory or curative act.

The question of course was, whether under the two acts above quoted, and the facts of the case, the bonds were valid.

The court gave these instructions:

'1st. The election held in August, 1866, as declared in the evidence, was validated by the act of February 28th, 1867, so as to authorize the defendant to subscribe for stock in the Danville, Urbana, Bloomington, and Pekin Railroad, and to issue the bonds in question; and when the stock was subscribed and the bonds issued, the bonds are binding on the defendant in the hands of a bon a fide holder.

'2d. The recitals in the bond estop the defendant from denying the fact of a valid election as against a bon a fide holder of the bonds or coupons attached thereto.'

Verdict and judgment having gone accordingly, the township brought the case here.

Messrs. William Lawrence and C. B. Smith, for the plaintiff in error:

Negotiable bonds issued by a municipal corporation without any authority of law, are void even in the hands of an innocent purchaser.¹ This all will admit.

2. A statute which authorizes township officers to issue bonds only when an election 'may have already been held, and a majority of the legal voters of the township were in favor' thereof, does not authorize the issue of bonds when less than a 'majority of the legal voters' were in favor thereof, although there were 'a majority of all the legal voters voting at such election.'

If bonds are issued in such case they are issued without authority of law, and are void even in the hands of a bon a fide holder.

The act of February 28th, 1867, confers power on incorporated townships in two classes of cases.

In one, the power is given to be exercised after the question 'has been submitted to the legal voters of the township,' and when 'it shall appear that a majority of all the legal voters of such township, voting at such election,' have voted therefor, &c.

In the other class—the class provided for by the proviso—no future vote is to be had, but townships are authorized to issue bonds only in cases 'where elections may have already been held (without authority of law before the statute was passed), and (only in those cases when) a majority of the legal voters of any township were in favor of a subscription.' This class is sui generis.

The bonds now in controversy recite that they were issued under this statute, 'and in accordance with the vote of the electors of said township, at the special election, held August 14th, 1866, in accordance with said act.' This, of course, was prior to the date of the act, and the bonds now in controversy belong to the second class.

The charge held that a majority of those voting, though those voting were a minority of the legal voters of the township, was sufficient if they voted in favor of bonds to authorize their issue.

This we deny, and insist that a majority of all the legal voters of the township was requisite, because:

1. The language of the proviso to section fourteen, of the act of February 28th, 1867, upon every principle of interpretation clearly so requires. There is no room, therefore, for construction.

2. There is a manifest reason why the legislature would, in this class of cases,...