The injunction proceedings affirmed in Munroe v. Reeves,71 Fla. 612, 71 Sou. Rep. 922, determined as of the date of affirmance of the decree in that case by the Supreme Court, that the bonds issued by the City of Quincy for school purposes were invalid for want of power to issue such bonds, not merely that the bonds were invalid because irregularly issued pursuant to a lawful power. Insofar as statutory power to issue bonds is concerned any judicial proceeding bringing the existence vel *Page 518 non of the power into controversy becomes binding on any holder of bonds, because in every case the bondholder must assert the existence of statutory power in order to claim under the terms of the bonds themselves. In other words, power to issue bonds must have existed else the city could confer no title to the bonds on a purchaser of them, or upon an innocent holder claiming title under a purchaser. This being so, it necessarily follows that the bondholder's title to the bonds failed eoinstanti it was definitely and finally determined by the courts in the Munroe v. Reeves proceeding in which the representatives of the City of Quincy were made the respondent parties, that the statutory authority (power) to issue bonds did not exist.

The bondholders are therefore themselves estopped by the decree rendered against the officials of the City of Quincy because of their contractual privity with officials who themselves are estopped by such decree. This is so because thetitle of bondholders can rise no higher in law than the title of those under whose official acts such bondholders must claim as purchasers or holders of bonds, and therefore whatever judicially affects the alleged power of the obligor to issue bonds in the first instance, necessarily becomes binding by operation of law upon the bondholders as privies to the obligor with respect to the alleged power, which is in contemplation of law the source of title, if any, the bondholders may have acquired to the bonds they hold. Sec. 15 Rawle C. L. par. 488.

Whatever right John Nuveen Company ever acquired to sue the City of Quincy in assumpsit, must have arisen out of the doctrine of rescission, that is to say, out of John Nuveen Company's right to rescind the transaction by which the void bonds were purchased from the city and to demand back the consideration that had been paid over *Page 519 under the rescinded contract. This right of rescission arose when the title to the bonds was adjudged bad in Munroe v. Reeves, supra, in which case, although John Nuveen Company was not a formal party defendant on the record, yet is bound by the result, because of the fact that it would have to trace whatever title it acquired to bonds, back to the city which was admittedly bound when its power to issue the bonds was judicially determined to be non-existent. Hence assumpsit must have been brought within three years from the accrual of the right to rescind which was when the bonds were declared void by this Court in Munroe v. Reeves, supra.

The true basis for the doctrine permitting courts to declare bonds void for want of statutory power to issue them, even when such bonds have passed into the hands of innocent holders, is that no title can ever pass to bonds where there is no power to issue, hence no person can ever become in law the innocent holder of void bonds, because to be a holder one must have derived his rights as such under some title that the issuing municipality could transmit to a purchaser by the negotiation and sale of the securities in the first instance. City of Sanford, Fla., v. Chase National Bank of City of New York,50 F.2d 400.

I therefore concur in the holding that the cause of action in assumpsit was barred by the statute of limitations three years after the final decision in Munroe v. Reeves, 71 Fla. 612,71 Sou. Rep. 922.

I think that the State has constitutional power to waive the statute of limitation that has run in favor of a municipality, but I am unable to read any such purpose into Chapter 9057, Acts of 1921, or Section 3 of Chapter 9892, Acts of 1923.

WHITFIELD, J., concurs.