Menasha v. Hazard

Mr. Chief Justice Waite delivered the opinion of the court. The first question certified in this' case is answered in the affirmative. We think that the certificate on the back of thé bonds .is a substantial compliance with the condition on their face, and the proposition of the railroad company accepted by the town. The condition as expressed in the bonds is in the exact- language of the second article of the proposition,'and implies that they shall he considered as fully, executed, and that they may be put on the market as valid commercial paper, ■“ when it is thereon duly certified that the conditions upon which they were voted, issued, and deposited by said town have been performed.” To ascertain what “ duly means in this connection it is necessary to look to the other parts of the proposition, and there we find in article 3 that the bonds, when issued by the proper officers of the town,-were to be deposited with the National Bank.of Commerce in New York, “in trust for said town, until1 such time as'there shall be filed in said bank a properly authenticated certificate,- signed by, the chief officer of this *94 company and the chairman of the board of supervisors of said town, or the secretary of state of this State, that the iron has been laid upon the track of road and cars-run over the same, through from the depot on Doty’s Island, or in said town to Wolf River, when the said bonds shall become the absolute property of and be held by said bank, subject to the order of this company, or its assigns, and which certificate shall authorize and require the president of • said bank to certify upon the back of each of said bonds that the conditions upon which the said bonds were voted, issued, and deposited by said town have been performed.” . Taken as a whole, the. proposition' and the condition on the face of the bond mean that, the bonds should become the valid and subsisting obligations of the .town when the president of the National Bank of Commerce had certified there.on that the president' of the railroad company and the chairman of the board of supervisors of the‘town had certified to him that the iron had been laid on the track of the road and the cars run over the same from the depot on Doty’s Island, or in said town, to Wolf River. This certificate was on the bonds when they were bought by the defendant in érror on the market. In legal effept it was the same as if it contained the words, “that the conditions upon which they [the bonds] were voted, issued, and deposited by said town had been performed; ” because, by the very tei’ms of the proposition the certificate of the proper officers was to be. conclusive evidence to the president of .the bank of that fact, and not only .authorize,- but require, him to make the indorsement contemplated. When, therefore, he certified that he.had received, and put on file in his bank, certificates from the proper parties, such as were required as the basis of his action, he did certify to the facts which the proposition said they should conclusively' prove. His statement of •what they próved was unimportant.' The proposition settled that. The fact that the certificate- furnished the bank -is signed in the name of the railroad company by the president is not a valid objection. It was signed by the president, 'and that is all the proposition required. The third and fourth questions are also answered in the.affirmative, *95 ■ Before the subscription and bonds were voted, the Portage, Winnebago, and Superior Company was authorized to' consolidate with other companies which by law may be authorized to construct connecting lines of road or make such consolidation.” Act approved March 10, and published April 6; 1870. The Portage, Stevens Point, and Superiof Railroad was incorporated March 16, 1870, with express authority to consolidate with the Portage, Winnebago, and Superior ■ Company. The ■Wisconsin Central Railroad Company is, in fact-, the name of Portage, Winnebago, and. Superior Company as changed by statute, Feb. 4,1871. . The organization • of the company was the same after as before this change. The Manitowoc and Minnesota Railroad Company was authorized to enter into consolidation agreements -by the act of March 24, 1871, being chapter 476 of Private and Local Laws, Wis., 1871, and the consolidation with the company was actually effected. July 1, 1871. The vote for the bonds was taken June 4, 1870, and the bonds were issued and delivered to the bank Oct. 25, 1871. Upon this state of facts- we think this case is brought directly within the' principles settled in County of Scotland v. Thomas (94 U. S. 682) and Wilson v. Salamanca, 99 id. 499. The authority of the Wisconsin Central Company was to consolidate with any other company that might at any time have the power to enter into such an arrangement. It was not confined to such companies as then had the power. • These answers dispose of the case, and make it unnecessary to consider the second' question certified. When the bonds were ■“ duly certified ” and delivered to the railroad company by the bank, they became, under the agreement of the parties, valid instruments,' completely executed in form, and in a condition to be put on the market as' commercial paper. Having on them the necessary, certificate, the purchaser need not inquire whether the fa.cts were as certified. Anthony v. County of Jasper, 101 U. S. 693. With the certificate indorsed, the bonds were in legal effect the same as if they had been issued by the proper officers under full authority without the condition which appeared on their face. Under these circumstances, the condition .did not destroy their negotiability. Judgment affirmed.