Illinois Grand Trunk Railway Company v. Wade/Opinion of the Court

The Illinois Grand Trunk Railway Company was incorporated in 1867, under a special charter granted by the legislature of the state of Illinois. On June 25, 1870, the town of Lamoille voted to subscribe to the capital stock of the railway company to the amount of $30,000, and to issue in payment therefor its bonds, payable in 10 years, of equal amount. On August 6, 1870, another election was held, at which the town voted to subscribe the further sum of $10,000 to the stock of the railway company, and to issue its bonds, in equal amount, in payment therefor. On February 1, 1871, in pursuance of these two elections, a subscription on behalf of the town was made, and its 40 bonds, for the sum of $1,000 each, were executed and delivered to the railway company, and a certificate for $40,000 of capital stock was issued by the railway company, and delivered to the town. These bonds were payable 'to bearer,' and when received by the railway company were transferred by it to the Chicago, Burlington & Quincy Railroad Company, and by the latter were sold at 90 cents on the dollar. Thereafter, and in 1871, the appellee bought the majority of these bonds, including therein the whole of the last $10,000 thereof, form Jacob R. Shephered & Co., paying 99 cents on the dollar. No question is made as to the sufficiency or validity of this transfer, or as to the fact that the appellee acquired all the title of the Illinois Grand Trunk Railway Company, the original obligee, in the bonds. It appears that on July 2, 1870, this section of the Illinois constitution of 1870, which had been separately submitted to and adopted by a vote of the people, went into effect: 'No county, city, town, township, or other municipality shall ever become subscriber to the capital stock of any railroad or private corporation, or make donation to or loan its credit in aid of such corporation: provided, however, that the adoption of this article shall not be construed as affecting the right of any such municipality to make such subscriptions where the same have been authorized, under existing laws, by a vote of the people of such municipalities prior to such adoption.' 1 Starr & C. St. 167. The effect of the adoption of this section was to render void the action of the town on August 6th, and invalidate the $10,000 of bonds issued in pursuance of that vote. Wade v. Walnut, 105 U.S. 1, and cases cited in the opinion. On March 28, 1885, Wade, the holder of these $10,000 of void bonds, filed his bill in the circuit court of the United States for the northern district of Illinois aganst the town of Lamoille and the Illinois Grand Trunk Railway Company, in which bill he tendered the bonds to the town for surrender and cancellation, and prayed that $10,000 of the $40,000 of stock issued by the railway company to the town be transferred to him. Both the Town and the rail way company filed answers; the town simply putting the plaintiff to proof of his allegations, and asking that, if the plaintiff be decreed the title to the stock, the decree, so far as the town is concerned, be at his costs, and on condition of the surrender and cancellation of the bonds. The railway company answered, denying at length the principal allegations of plaintiff's bill, and pleading laches and limitation, in addition, as a defense. After the testimony had been taken, and on June 24, 1887, a decree was entered in favor of the plaintiff, substantially directing that Wade deposit in the office of the clerk of the circuit court, for the benefit of the town, the $10,000 of bonds and their coupons, and that thereupon he be put into possession of $10,000 of the stock of the railway company held by the town. From this decree the railway company alone prosecutes an appeal; the town being content to abide by its terms. In this respect it may be noticed that the plaintiff in his bill alleged that the people of the town of Lamoille were willing that he should have all the benefit and advantage which he could derive from said stock, but that the officers of the town refused to deliver the certificate. Appellant relies largely upon the case of Insurance Co. v. Middleport, 124 U.S. 534, 8 Sup. Ct. Rep. 625, and contends that under the authority of that case the plaintiff could not be subrogated to the rights of the town in this $10,000 of stock. It also contends that the subscription by the town to that amount of stock, and the issue by the railway company thereof, was itself a void transaction, and conferred no title on the town thereto; and, finally, that laches and limitation constituted a good defense to plaintiff's claim.

Assuming that the first contention of appellant might be of force if the town had joined in the appeal, we are of opinion that it is a defense which the railway company alone cannot now make. By the decree, the rights of the town to that stock have been transferred to the plaintiff. The town not challenging the decree, it is final; and the plaintiff, in respect to the rights of the town in the stock, stands in the same attitude that he would if the town had voluntarily transferred it to him. The railway company has no interest in protecting the rights of the town. It could not interfere to prevent a voluntary transfer of the stock, and it cannot be heard to say that the town shall not abide by the terms of that decree; so that the present appeal is to be considered by us precisely as though the town had voluntarily transferred the stock to the plaintiff, or as though he had in a different suit, and by a prior decree, obtained a transfer of its interest. There is therefore no matter of subrogation to be considered, and no inquiry into the extent to which this doctrine could be applied. The plaintiff has all the rights that the town had. Under those circumstances, can the railway company challenge this decree? It insists that the whole transaction in respect to the $10,000 of stock between the town and itself was void; but the facts, as disclosed, are that there were two votes to subscribe, one on June 25th, for $30,000, and one on August 6th, for $10,000, of stock. The validity of the first vote, and of the bonds issued thereunder, is not challenged. No separate subscriptions were made, but on February 1, 1871, one subscription of $40,000 was made by the town, and one certificate for 400 shares, of $100 each, issued by the railway company to the town. Can the legal title of the town to these 400 shares be doubted? Clearly not. It has paid therefor $30,000 of valid securities. If it has not paid in full for the 400 shares, it has paid 75 per cent. of the amount due thref or; and its title acquired