Kansas City Bridge & Iron Co. v. Board of County Commissioners

The opinion of the. court was delivered by Horton, C. J.: In the district court, this cause came up on appeal from the board of county commissioners of Wyandotte county in disallowing the claim of the Kansas City Bridge and Iron Company for the sum of $980 expended upon the River-view bridge — a bridge across the Kansas river between the cities of Wyandotte and Kansas City, in this state. The Riverview bridge connects the two public thoroughfares in Wyandotte county—Sixth street, in Kansas City, on the east, and a county road on the west. The learned judge who tried this case decided against the allowance of the claim, for the following reasons: First, that as the Kansas City Bridge and Iron Company is a Missouri corporation, it had no power to enter into a written contract to construct a bridge in this state; second, that as the Riverview bridge connects the two cities of Wyandotte and Kansas City, the authority to build the bridge did not reside in the board of county commissioners of Wyandotte county, but solely in the cities of Wyandotte and Kansas City; third, that the board of county commissioners did not publish as required by law, notice of the intention to build the bridge; therefore that the order of the board making the appropriation for the bridge is void, and that the contract subsequently made is also void. That a corporation created in a foreign state may transact its business in this state, if not repugnant to or prejudicial to our laws, is too well settled to need comment. (Land Grant Rly. Co. v. Comm’rs of Coffey Co., 6 Kas. 245; O’Brien v. Wetherell, 14 id. 616.) “A corporation is clothed everywhere with the character given by its charter, and the capacity of corporations to make contracts beyond the states of their creation and the exercise of that capacity, is supported by uniform,- universal and long-continued practice.” (A. T. & S. F. Rld. Co. v. Fletcher, ante, p. 236; Bank of Augusta v. Earl, 13 Pet. 519.) [561] priation for; authority of county board. , „ There is no statute in Kansas forbidding the Kansas City-Bridge and Iron Company from doing business within this state, or imposing any restriction on the exercise of its power. Within the authority of the Comm’rs of Wyandotte Co. v. City of Wyandotte, 29 Kas. 431, the right of the county to build the bridge in controversy is fully justified, under the circumstances of this case. (See also Comp. Laws of 1879, ch. 16, § 23; id. ch. 107, §§ 83, 84.) Although the county built but a portion of the bridge, it is á free and public one, and connects two public thoroughfares of the county. (The State v. Lawrence Bridge Co., 22 Kas. 438; Goodhill v. Town of Beloit, 21 Wis. 637; Williams v. Inhabitants of Cummington, 18 Pick. 312.) The statute requiring notice of the -intention to . build the bridge before an appropriation is( made therefor, reads as follows : “ It shall be unlawful for any board of county commissioners to make an appropriation for building any bridge, unless notice of the intention to build such bridge has first been published in the official paper of the county at least thirty days prior to the time fixed for a regular meeting of the board, which notice shall specify the place whére such bridge is proposed to be built, and the estimated cost of the same, and no appropriation for building any bridge shall be made except at a regular meeting of the board.” (Laws of 1876, ch. 64, §2; Comp. Laws of 1879, ch. 25, §396.) „ . ,. piiancewiS" statute. The publication was for the required time, as provided by the statute, and therein gave notice of the intention of the board of county commissioners to appropriate, at a regular meeting of the board in the following April, $1,000 to build a bridge to connect with the west end of the bridge then in construction between Wyandotte and Kansas City. We think the notice was in substantial compliance with the statute, and the objection made hypercritical.' The notice of the intention of the board of county commissioners to appropriate money to build the bridge in question was in substance a notice of the intention of the [562] board of county commissioners to build the bridge, and such notice served all the purposes the statute was intended to accomplish. The record, however, contains the stipulation that all objections to the regularity of the proceedings leading up to the construction of the bridge were waived at tbe trial upon the appeal. [563] ' tractor, when not invalidated. [562] In addition to the reasons given by the trial court for refusing the claim of the bridge company, counsel for the board of county commissioners insists that as the work for which the claim of the company is presented is for the building of the eastern span of the Riverview bridge, and not for a completed structure, the board has no authority to make the contract or pay for the work done; and second, that no sufficient bond was executed, as provided for-by §23, ch. 16, Comp. Laws of 1879. The statute provides that when the expense of building a bridge exceeds $2,000, no appropriation shall be made out of the county treasury until the question has been submitted to the people of the county at some general election, whether the county commissioners shall make an appropriation therefor. This provision in the statute is to limit the power of the county board in making appropriations for the building of bridges. (Comp. Laws of 1879; ch. 16, § 30.) If the expense is less than $2,000, the appropriation may be made without the vote of a majority of the electors, if notice, of the intention to build the bridge is published as required by law. In this case, the contract for work to be expended on the bridge was limited to $980. As we understand the record, when the portion of the bridge built under the order of the county commissioners was completed, the whole structure was completed, and as completed, the bridge connected two public thoroughfares of the county. We do not think the statute forbids private parties or corporations from assisting the county in constructing a bridge, and thereby decreasing the expense of building the same. If all the parts of a county bridge are built by private parties or by a corporation, except the approach or a single span, and the county commissioners by building such approach [563] or span can obtain for the county a complete structure, that is, a whole bridge fit for use, there is nothing in the statute to prevent the county commissioners from accepting and completing such a structure or bridge. Of course a county board could not build a single span, costing $2,000 or less, under the guise of a bridge, and when the span is completed, build another span, and in this way evade the statute by building a bridge by piecemeal, costing in the aggregate over $2,000 but the different parts thereof costing less than $2,000. In this case, while the whole structure cost more than $2,000, the portion» built by the county cost less than $2,000, and the county did not intend to build the bridge by piecemeal, so as to expend more than $2,000, but accepted a bridge about completed by adding .or building thereto a span or approach. There was no evasion of the statute, and the power exercised was within the authority conferred. Although the county commissioners built only a part of the bridge, the bridge is a public one and the control thereof is in the public. (Bell v. Foutch, 21 Iowa, 119; Yant v. Brooks, 19 id. 87; Barrett v. Brooks, 21 id. 145.) The statute provides that at the time of the execution of a contract for the building of a bridge, the person or persons to whom the contract is awarded shall execute a bond, with sufficient ^ 7 sureties, payable to the -county for the benefit of the bridge fund, in such sum as the board shall direct, conditioned for the faithful performance of the contract. The bond actually executed is payable to Wyandotte county, and thereafter recites “and state of Kansas.” “And” may be construed as “in;” but even if this were not so, the word “and” may be rejected as surplusage, and then the bond is payable to the county of Wyandotte only. The failure to state upon the face of the bond that the same is payable for the benefit of the bridge fund, does not vitiate it or render it invalid. The objection to the language of the bond after the bridge has been completed and accepted in accordance with the contract, is a novel way to escape the payment of a just claim. [564] The judgment of the district court will be reversed, and the cause remanded with direction for judgment to be entered in favor of the Kansas City Bridge and Iron Company. All the Justices concurring.