Supreme Court of United States.
*75 Mr. Henry F. Severens for the plaintiff in error.
Mr. Mitchell J. Smiley, contra.
MR. JUSTICE HARLAN, after stating the facts, delivered the opinion of the court.
1. On behalf of the plaintiff in error it is contended that, by the settled law of Michigan as it existed when the bonds were issued, they were void. In support of that position we are referred to People v. Salem, 20 Mich. 452, decided May 26, 1870; Bay City v. State Treasurer, 23 id. 499; and Thomas v. Port Huron, 27 id. 320. This question was fully considered in Taylor v. Ypsilanti (supra, p. 60), where we ruled that by the law of Michigan, as expounded by its Supreme Court, and acted upon by its legislature and executive departments, prior to the decision in People v. Salem, bonds issued in conformity with the act of March 22, 1869, were valid obligations of the municipality by whom they were issued. For the reasons there stated the present objection cannot be sustained.
2. Equally untenable is the proposition that the rights and obligations of the parties are to be determined by the law, as expounded by the Supreme Court of the State, at the time the defendant in error, in fact, received the bonds. The defendant in error is a holder for value. Railroad Company v. National Bank, 102 U.S. 14. But if not, it is still entitled to whatever rights the railroad company had by virtue of its contract with the township. That contract was made and fully performed before the decision in People v. Salem was rendered, and, as already indicated, was not affected by the decision in that case.
3. Nor is it a material circumstance that this was a donation, and not a subscription of stock. In Railroad Company v. County of Otoe (16 Wall. 667), it was held that, in the absence of constitutional provisions making a distinction between municipal *76 subscriptions to stock and municipal appropriations of money or credit, there was no solid ground upon which, so far as legislative power was concerned, to rest such a distinction. "Both are for the purpose of aiding in the construction of the road; both are aimed at the same object, securing a public advantage, obtaining a highway or an avenue to the markets of the country; both may be equally burdensome to the taxpayers." Olcott v. The Supervisors, 16 Wall. 678; Town of Queensbury v. Culver, 19 id. 83.
4. The only remaining objection to the judgment is that the bonds were delivered to the consolidated company, when they were not voted to that company. We concur with the court below in holding that the aid voted must be deemed to have been given in view of the then existing statute, authorizing two or more railroad companies forming a continuous or connected line to consolidate and form one corporation, and investing the consolidated company with the powers, rights, property, and franchises of the constituent companies. Nugent v. The Supervisors, 19 Wall. 241; County of Scotland v. Thomas, 94 U.S. 682; Town of East Lincoln v. Davenport, id. 801; Wilson v. Salamanca, 99 id. 499; Empire v. Darlington, 101 id. 87; Menasha v. Hazard, 102 id. 81; Harter v. Kernochan, 103 id. 562; County of Tipton v. Locomotive Works, id. 523. The bonds were, therefore, rightly delivered to the new or consolidated corporation.
Judgment affirmed.
MR. JUSTICE GRAY did not sit in this case, nor take any part in deciding it.
