State Ex Rel. Pinellas County v. Sholtz

Davis, C. J. This is a mandamus proceeding in which the question presented is whether or not the State Board of Administration has authority, upon being directed by the board of county commis'sioners of a county exercising the powers of á special road and bridge district within its territorial jurisdiction, to accept refunding bonds .issued by the special road and bridge district for a like amount, par value, of bonds theretofore issued by the same district, the original *563 bonds to be exchanged being at the time-held by the State Board of Administration for the account of the sinking fund of the county and the sinking fund of the several road and bridge districts located therein. The command of the alternative writ requires the respondents, Dave Sholtz, Governor, J. M. Lee, Comptroller, and W. V. Knott, State Treasurer and ex-officio county treasurer of Pinellas County, and of Special Road Districts Numbered 1, 3, 11 and 13, as and constituting the State Board of Administration under Chapter 14486, Acts of 1929, to accept and exchange a like amount of refunding bonds of Special Road and Bridge District No. 11 of Pinellas County, for a like amount of the orignial bonds of said District No. 11 des'cribed in the writ as constituting a part of the Pinellas County General Road and Bridge Interest and Sinking Fund, as well as the interest and sinking funds of Special Road & Bridge Districts Nos. 1, 3, 11 and 13. Respondents by their return admitted the material allegations of the alternative writ but denied the existence of any plain, legal duty to execute its commands. So the case is now before us on relator’s motion for a peremptory writ, the return to the contrary notwithstanding. The resolution adopted by the County Commissioners of Pinellas County out of which the supposed duty is alleged to have devolved upon the State Board of Administration to do the things the alternative writ commands, is as follows: “Whereas, Pinellas County through its Board of County Commissioners and under the provisions' of the laws of Florida has heretofore issued general obligations for road and bridge purposes, and various road and bridge districts have heretofore been created which have iss'ued bonds for road and bridge purposes; and “Whereas, the Boards of Bond Trustees of the various *564 issues were abolished, and the custody, care and control of all bond’issues and the several sinking funds relating thereto was placed under the supervision and control of the Board of County Commissioners, by virtue of Chapter 11858, Acts of 1927; and “Whereas, the Board of Administration, composed of the Governor, State Comptroller and State Treasurer, was created for the more economical administration of the road and bridge indebtedness-of the State and the custody of all securities relating thereto was placed in the State Treasurer as County Treasurer Ex-Officio, for the use and benefit of the said county and its special road and bridge districts, under the provisions of Chapter 14488, Acts' of 1929, known as Section 247, C. G. L., 1932 supplement; and • “Whereas, the authority to make investments, to dispose of securities, to issue refunding bonds, to exchange refunding bonds for original bonds' and to otherwise direct the affairs of Pinellas County’s general bonded indebtedness and its special road and bridge district bonded indebtedness, is- still vested in the Board of County Commissioners (Chapter 15772, Acts of 1931; also, Chapter 15890—Kanner. Bill—Acts of 1933); and “Whereas, the Board of Administration and W. V. Knott, State Treasurer, as County Treasurer Ex-Officio of Pinellas County, Florida, have in their custody certain bonds, to-wit: Special Road and Bridge Dist. No. 11 Bonds, Nos. 151/181, inc., dated 6-1-25, due 6-1-41______________________$31,000.00 Special Road and Bridge Dist. No. li Bonds, Nos. 715/724,inc., dated 6-1-25, due 6-1-53________________________ 10,000.00 *565 Special Road and Bridge Dist. No. 11 Bonds, Nos. 182/200, inc., dated 6-1-25, due 6-1-42________________________ 19,000.00 Special Road and Bridge Dist. No. 11 Bonds, Nos. 311 and 312, dated 6-1-25, due 6-1-46________________________ 2,000.00 $62,000.00 under and by virtue of authority of Chapter 14486, General Laws of 1929, which said bonds have been heretofore issued by Special Road and Bridge District Number Eleven of Pinellas County, Florida, and which said bonds have heretofore been acquired as investments for and are now owned by the following sinking funds, to-wit: Held for Account of Nos. Due Amount County-wide Issues 151/181 6/1/41 $31,000.00 715/724 6/1/53 10,000.00 Special R. & B. Dist. No. 1 182/187 6/1/42 6,000.00 Special R. & B. Dist. No. 3 188/195 6/1/42 8,000.00 Special R. & B. Dist. No. 11 196/200 6/1/42 5.000. 00 Special R. & B. Dist. No. 13 311/312 6/1/46 2.000. 00 $62,000.00 “And, whereas, subsequent to the acquisition of said bonds by the aforementioned officials, under and by virtue of authority of Chapter 14486, supra, the Board of County Commissioners of Pinellas County for and in behalf of Special Road and Bridge District Number Eleven has caused the refunding of the original bond issue of said district then outstanding in the sum of $990,000.00, under and by virtue of authority of Chapter 15772, General Laws of 1931, which said refunding bonds have been validated by a decree of the Circuit Court in and for Pinellas County, Florida, ac *566 Cording to the statute made and provided for, and that said refunding bonds so issued and validated are now in the custody of the escrow agent, to-wit: “The First National Bank of Wichita, Kansas, awaiting actual exchange and delivery under and by virtue of Chapter 15772, supra, and of the resolutions' passed by this body by authority of said Chapter 15772; that more than eighty per cent, of said refunding bonds have been actually exchanged; and ■ “Whereas, the several sinking funds heretofore mentioned owning' the aforesaid original bonds are in need of the interest now matured on said original issue which has' not been paid and which cannot be paid except by the exchange of the original bonds for refunding bonds; and “Whereas, this Board has been advised that under and by virtue of authority of the laws of Florida relating to the Subject matter hereof that it has authority to direct the aforesaid officials to exchange the aforesaid bonds of said district for a like amount of refunding bonds of said district and that such authority to make such exchange is not within the power of any officials of the State of Florida other than this body; and • “Whereas, this Board is desirous' and willing for and on behalf of Pinellas County and for and on behalf of the several special road and bridge districts involved, and has found and determined that it is to the best interests of the citizens and taxpayers' of Special Road and Bridge District Number Eleven, and of the county and the several road and bridge districts owning the various sinking funds herein involved, that the aforesaid exchange be made in the manner and form herein set' forth, ■ “Now, Therefore, Be It Resolved by the Board of County Commissioners of Pinellas County, Florida, acting for and *567 on behalf of Pinellas' County and the several special road and bridge districts herein involved— “That the Board of Administration and W. V. Knott, State Treasurer, as County Treasurer Ex-Officio, as the fiscal agent of Pinellas County and of the several special road and bridge districts thereof and the custodian of the securities and investments of the various sinking funds of Pinellas County and its special road and bridge districts, be and they are hereby directed to exchange the following bonds, to-wit: Special Road and Bridge Dist. No. 11 Bonds Nos. 151/181, inc., dated 6-1-25, due 6-1-41________________________ $31,000.00 Special Road and Bridge Dist. No. 11 Bonds Nos. 715/724, inc., dated 6-1-25, due 6-1-53________________________ 10,000.00 Special Road and Bridge Dist. No. 11 Bonds Nos. 182/200, inc., dated 6-1-25, due 6-1-42________________________ 19.000. 00 Special Road and Bridge Dist. No. 11 Bonds Nos'. 311 and 312, dated 6-1-25, due 6-1-46________________________ 2.000. 00 ' $62,000.00 for a like amount of said refunding bonds of Special Road and Bridge District Number Eleven, upon receipt of such refunding bonds.” ■ Under the laws of Florida (Chapter 15772, Acts of 1931) authorizing counties, cities, towns and other municipalities', special road and bridge districts and other districts in the State of Florida to issue refunding bonds, such refunding bonds are in legal effect authorized projections into the future of the original contractual obligations' represented by *568 the bonds which are lawfully refunded, and are now so recognized in the Constitution itself by Section 6 of Article IX of the' State Constitution as amended in 1930 by Senate Joint Resolution No. 26 submitted to the electors by the Legislature of 1929 (See page 784, 1929 General Session Laws). Section 6 of Article IX of the State Constitution as amended in 1930, contains an express organic confirmation •of the right to issue refunding bonds when same are issued exclusively for the purpose of refunding bonds, or the interest thereon, of counties, district or municipalities. And Chapter 15772, Acts of 1931, was enacted at the first legislative session held after the approval of the 1929 constitutional amendment, in order to give effect to the recognized characteristics of refunding bonds as imputed to them by the necessary implications to be found in the terms of amended Section 6 of Article IX. Thus, refunding bonds are not only obligations in themselves for what they purport to be on their face and under the statutes pursuant to which they are issued, but are authorized extensions and continuations of the obligations represented by the bonds that are refunded by them, which original obligations are not extinguished by but are merged into the refunding bonds with like force and effect as if the original bonds had remained unrefunded by the issuance of such refunding bonds. We are of the opinion, however, that while the State Board of Administration may have the authority, upon the several premises and under the amended statutes referred to in the resolution of the Pinellas County Commissioners, to exchange original bonds for refunding bonds as' requested by the county commissioners, that no mandatory duty in that respect devolves upon the State Board of Ad *569 ministration to make such exchange, simply because it is' insisted upon by the board of county commissioners under the circumstances existing in this' case, hence a peremptory writ of mandamus in this case should not be ordered. . Fundamentally, the proper course of procedure to be followed in order to bring about a judicial determination of a proposition such as that here presented, is for the State Board of Administration, by bill in equity filed by it in its capacity of statutory trustee, to submit to the approval of a chancellor the propriety of a desirable and authorized reinvestment of sinking funds' in any new forms of securities, such as by the exchange of original for refunding bonds (where the circumstances and the law controlling the case may warrant). By that means only can adequate opportunity be given to all parties in interest to appear and have their objections', if any, heard and adjudicated in due course of legal procedure. Such a proceeding in equity is in its essence a proceeding in rem affecting the status of existing funds and securities going to make up a sinking fund in the custody of the State Board of Administration as statutory trustees. And applicable statutes relating to constructive service upon known and unknown persons having an interest in such existing funds' and securities, afford an adequate means for effectuating appropriate judicial determination of the propriety of making needful changes in the constituent securities of which sinking funds are authorized to be made up under the law. Mandamus is not an effective substitute for a proceeding in equity such as' that just described; therefore, the peremptory writ in the instant case must be denied. Peremptory writ denied. Whitfield, Terrell and Buford, J. J., concur. Brown, J., dissents.