Commissioners of Roads & Revenue v. Shorter

McCay, Judge. 1. Whilst we sympathize deeply with the citizens of a community who, misled by high hopes of profit from a scheme of internal improvement, have borrowed money to inaugurate it,, and after the scheme has failed, are pressed to pay the debt they have contracted, we still feel that the men .who have-honestly bought their bonds have, themselves, equities of &< [506] high character*. The authority to make the subscription and issue the bonds was complete when the vote was consolidated and entered on the minutes. All that the Act required to be done was then done. Indeed, by its terms, no discretion was left to the Inferior Court. If the people should vote for subscription, the Court is directed to subscribe. It needed no resolution or order of the Court to determine whether there should be a subscription. So that it can, we think, be said, without qualification, that the “Inferior Court” had the power and legal authority to issue the bonds authorized by the Act as soon as the people had voted in favor of subscription and their action been spread upon .the minutes. 2. An examination of the innumerable Acts passed b}^ the Legislature during the existence of the “ Inferior Court,” will show that it was designated sometimes as the Inferior Court, and sometimes as the “ Justices of the Inferior Court.” When any legislation was had in relation to its powers as a Court of law, it is true, it was uniformly designated as “ the Inferior Court;” but in legislation in reference to its power over roads, bridges, taxes, and the general management of county affairs, both designations are given it. Often, in the very same Act, powers are conferred and duties cast, in one sentence, on “the Inferior Court,” and in another on “ the Justices of the Inferior Court;” and this, too, in relation to matters which, in the nature of them, could not be attended to at the regular sessions held twice a year for the exercise of its constitutional jurisdiction as a Court of law. The Code adopted by the Legislature in 1860, in stating the duties of the “ Inferior Court,” after pointing out its duties as a Court of law, goes on, in the same section, to add its duties over the county property, its duty to lay taxes, establish bridges and roads, ordering elections to fill vacancies, settling claims against the county, providing for the support of the poor, etc., all of which are duties which it has been the universal custom and practice for the Inferior Court to perform when it was not sitting at its semi-annual sessions as a Court of law. It is very evident, too, from an inspection of [507] the Act under which these bonds issued, that the words “Inferior Court,” used by the Legislature, in this Act, must mean the Inferior Court at its called meetings for the transaction of its ordinary county business. The duty cast upon the Court is just such duty as it performs at such meetings. The Act itself uses both the modes of designating the Court. After providing that the Inferior Court shall represent the county, it provides that the Justices of the Inferior Court shall consolidate the returns and enter the result on the minutes of Court. Here the Justices are directed to have this result entered on the minutes of Court. What Court? Evidently, the minutes kept of the transactions of the Justices of the Inferior Court, whether at their semi-annual meetings as a law Court, or at their called meetings for the transaction of county business of any kind; for it must be remembered that the same book of minutes has always been used to record the action of the “ Inferior Court ” sitting as a Court of law, and the Inferior Court sitting for county purposes. For these reasons, we are of the opinion that the “ Inferior Court,” as used in this Act, does not mean “the Inferior Court” sitting as a Court of law, at its semi-annual sessions, but the Inferior Court in its every-day, ordinary sense, to-wit: that body which governed the county, laid out its roads, assessed its taxes, etc,, and which met, at its pleasure, for the transaction of any business it had to do. If it be true, then, that the Inferior Court had power to issue these bonds, and it be further true that the “Inferior Court” did issue them, it would seem, from the current of authorities, that, as against a bona fide holder, it is immaterial whether there were, or were not, irregularities in the issue. One can hardly conceive but that it was the clear intent of the Legislature that the bonds it intended to authorize were to be signed by the Justices of the Inferior Court, or a majority of them. That has always been the mode in which the Inferior Court has contracted, in this State, as any one familiar with its history knows. When, therefore, bonds which the Court was authorized by law to issue, were, in fact, put in cir508 dilation, executed as such contracts usually were, and made upon their face negotiable, a bona fide holder of them is not chargeable with concealed defects or irregularities. Whether the signatures of the members of the Court were all attached at the same time or not, could not appear upon the face of any bond, and one who took it without notice of such defect would be free from such a defense. In this State, bonds payable to order or bearer, have stood upon the footing of commercial paper since our Judiciary Act of 1799: See Prince Digest, 426. But even in the other States papers of this character are now, by universal consent, put upon this footing, and the bona fide holder stands like the bona fide holder of a promissory note. If the paper is right upon its face, a purchaser cannot be charged with irregularities, in the issue of which he has no notice: Com. of Knox county vs. Aspinwall, 21 Howard, 539; Curtis vs. County of Butler, 24 Howard, 436; Woods vs. Lawrence, 1 Black, 386; Moran vs. Commissioners, 2 Black, 732; 1 Wallace, 291; Ibid., 385; 3 Wallace, 96 ; 9 Ibid., 414; 13 Ibid., 305; 14 Ibid., 282. 3. We recognize the propriety of publicity in acts by public officers of this character, and without question it would have been more formal and regular for the Court to have passed an order and put it on the minutes, declaring the amount of the subscription, the date, numbers and denomination of the bonds, etc. But this order was not any part of the power of the Court to issue the bonds. The power and authority came from the Legislature and the people. The order would have been only a more complete and regular mode of doing it. In the case of House vs. The Justice, 20 Georgia, 328, this Court held, in effect, that the Inferior Court might make a parol contract, and that it is not a necessity that its action in such a matter should appear on the minutes. In other words, the contract of the county, if signed by the Justices, was not invalid because not mentioned on the minutes. The determination of the Court as to the amount they would subscribe, and the character of the bonds, was made, as Mr. Smith testifies, when they were all together. The mere man [509] ual act of signature might well be done separately, and perhaps at last the delivery of the bonds, in answer to the call of the company, was the real issue, and it does not appear when or how that was done. But, as we have said, these bonds are commercial paper. Our Act of 1799 makes them so in terms, and the Courts now almost universally so consider them. And if so, the purchaser of them has only to inquire into the authority of the Inferior Court of Floyd county to issue bonds. If they had the authority and the bonds with their official signatures to them were issued by them, the holder of the bonds is not bound to inquire further. 4. That the bonds passed by Shorter’s indorsement is well settled: See 1 Kelly, 418; 16 Georgia, 458. Judgment affirmed.