Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/318

 § 329.] THE LAW OF PBIVATE CORPORATIONS. [CHAP. VII. 328. Presump tions. bonds which have been adjudged void, is bound by the judg- ment. 1 An important consequence of the principle that mu- nicipal bonds payable to bearer are negotiable, is that " the omission of formalities and ceremonies or the existence of fraud on the part of the agents of the municipality issuing their bonds cannot be urged against a bona fide holder seeking to enforce them." 2 For " when a corpora- tion has power under any circumstances to issue negotiable se- curities, the bona fide holder has a right to presume that they were issued under the circumstances that give the requisite au- thority, and they are no more liable to be impeached for any infirmity in the hands of such a holder than any other com- mercial paper." 3 § 329. The last statement in the text is the reiterated lan- guage of the Supreme Court of the United States, recital Yet ^ seems broader than was required for the de- cision of any case in which it w r as applied to munic- v. Elliott, 11 Ohio St. 252; Kieffer v. Eliler, 18 Pa. St. 388; Winston v. Westfeldt, 22 Ala. 760. 1 Louis v. Brown Township, 109 U. S. 162. And persons buying ne- gotiable securities with actual notice of the pendency of a suit affecting the title or validity act at their peril, and must abide the result and will be concluded by the judgment. Scot- land County v. Hill, 112 U. S. 183. See Lytle v. Lansing, 147 U. S. 59. 2 Kenicott v. Supervisors, 16 Wall. 452, 465; Grand Chute v. Winegar, 15 Wall. 355; Meyer p. City of Mus- catine, 1 Wall. 384; State v. Saline County Court, 48 Mo. 390. But com- pare Jacksonville, etc., R. R. Co. v. Town of Virden, 104 111. 339. The absence of a seal does not affect the right of a bona fide holder to recover. Draper v. Springport, 104 U. S. 501. Compare Bank v. Statesville, 84 N. C. 169. When commissioners author- ized to issue town bonds are directed by the statute to affix their seals, and 298 omit to do so, a bill in equity lies by the bona fide holders to restrain the township from pleading the want of seals. Bernard's Township v. Steb- bins, 109 U. S. 341. All qualified voters, who absent themselves from an election held on public notice duly given, are presumed to assent to the expressed will of the majority of those voting; unless the law provid- ing for the election otherwise de- clares. County of Cass v. Johnston, 95 U. S. 360; Carroll County v. Smith, 111 U. S. 556. 3 Gelpcke r. Dubuque, 1 Wall. 175, 203; City of Lexington v. Butler, 14 Wall. 282; see § 205. But if the plaintiff is the railroad company, or is not an innocent holder, the inquiry whether formalities and conditions precedent have been complied with remains entirely open. Chambers County v. Clews, 21 Wall. 317. When an act is done which can be done legally only after the performance of some prior act, proof of the later I