New Buffalo v. Iron Company

ERROR to the Circuit Court of the United States for the Western District of Michigan.

The judgment below was for the amount due on certain bonds, with interest coupons attached, issued by the township of New Buffalo, in the county of Berrien, and State of Michigan, plaintiff in error, under the authority of a general statute of that State, approved March 22, 1869, conferring power upon townships, cities, and villages to pledge their aid, by loan or donation, with or without conditions, to any railroad company organized under the laws of that State, in the construction of its road. Sess. Laws Mich., 1869, p. 89. It is the same statute whose validity and construction were involved in Taylor v. Ypsilanti, supra, p. 60. The bonds were voted on the twenty-second day of May, 1869, as a donation in favor of the Chicago and Michigan Lake Shore Railroad Company, a corporation of Michigan, whose road-line commenced at the north line of the State of Indiana, in Allen County, running northwardly to the St. Joseph River, in the village of St. Joseph, Michigan, a distance of thirty miles, passing through the township of New Buffalo. When the bonds were voted there was in force a general statute, under which any railroad company of the State, forming a continuous or connected line with any othey railroad company, in or out of the State, could consolidate with the latter. The statute provided that such new corporation 'shall possess all the powers, rights, and franchises conferred upon such two or more corporations, and shall be subject to all the restrictions and perform all the duties imposed by the provisions of their respective charters or laws of organization.' Further: 'All and singular the rights and franchises of each of said corporations,. . . and all and singular their rights and interest in and to every species of property and things in action, shall be deemed to be transferred to and vested in such new corporation without any other deed or transfer.' Compiled Laws of Mich., 1857, sects. 1994, 1995, p. 653.

On the 3d of July, 1869, the Lake Shore Railroad Company of Western Michigan was organized, with authority to construct a road from the northern terminus of the before-mentioned road, at St. Joseph River, northerly to the mouth of the Muskegon River, a distance of ninety miles. By articles of agreement between the two companies, made on the 12th and 13th of July, 1869, and filed in the office of the secretary of state on the nineteenth day of July, 1869, the two companies became consolidated into a new corporation, under the name of the Chicago and Michigan Lake Shore Railroad Company.

On the day last named the bonds, having been executed on the 1st of June, 1869, were deposited in the office of the treasurer of state, who was required by the statute to 'hold the same as trustee of the municipality issuing the same, and for the railroad company for which they were issued.' The road was finished from New Buffalo to the village of St. Joseph as early as Feb. 1, 1870, and has been in operation ever since. On the fourth day of February, 1870, the governor of the State made his certificate, stating that the railroad company had constructed the road in compliance as well with the statute as with the conditions upon which aid had been voted by the people, and was, consequently, entitled to receive the bonds from the State treasurer. They were thereupon delivered to the consolidated company, who held them until Nov. 4, 1874, when such of them as are here in suit were transferred to the Cambria Iron Company, defendant in error, in payment of antecedent debts due to it by the railroad company. Upon such transfer the company's acceptances theretofore given for its debts were surrendered and the debts discharged.

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.