Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/319

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 330. ipal bonds. 1 If a corporation has a general power to issue ne- gotiable securities, any person may purchase them on the as- sumption that they were competently issued in the course of authorized transactions. 2 But when a corporation — at least a municipal corporation — has but a special and conditioned power to issue negotiable securities for a specified purpose, the Su- preme Court has never actually decided that from the simple bald fact that the securities were issued, and signed by the proper officers, the commercial public is entitled to assume them to have been issued for the special purpose authorized by law, and that all conditions precedent to the authority of the officers to issue them had been fulfilled. 3 § 330. Knox County v. Aspinwall 4 is authority for the propo- sition that from the mere issue of bonds with a recital that they were issued in pursuance of the statute, a purchaser might assume that the conditions on which the county was authorized to issue them had been complied with. Although this has been reaffirmed in the Supreme Court, 5 it is safer to say: "Where act carries the presumption of the due performance of the prior act. Knox County v. Ninth Nat. Bank, 147 U. S. 91. 1 For instance, in City of Lexington v. Butler, 14 Wall. 282, where this general language is used, there were recitals in the bonds importing that the bonds were issued for the purpose authorized by the statute, and in com- pliance therewith. A complaint on a bond issued by a town having au- thority to issue bonds for certain pur- poses, should state the purpose for which the bond was issued. Hopper v. Covington, 118 U. S. 148. 2 See § 205. 3 See Merchants' Bank v. Bergen County, 115 U. S. 384. The con- trary of this proposition was substan- tially held in Barnett v. Denison, 145 U. S. 135. 4 Knox County v. Aspinwall, 21 How. 539. Compare Kenicott v. Su- pervisors, 16 Wall. 452; St. Joseph Township p. Rogers. IB Wall. 644: Marcey v. Township of Oswego, 92 U. S. 638; Humboldt Township «. Long, 92 U. S. 642; Commissioners, etc., v. Bolles, 94 U. S. 104; Township of Rock Creek v. Strong, 96 U. S. 271 ; San Antonio v. Mehaffy, 96 U. S. 312 ; County of Warren v. Marcy, 97 U. S. 96; Nauvoo v. Ritter, 97 U. S. 389; Hackett w. Ottawa, 99 U. S. 86; Town of Weyanwega v. Ayling, 99 U. S. 112; Supervisors v. Galbraith, 99 U. S. 214; Brooklyn v. Insurance Co., 99 U. S. 362; Block v. Commission- ers, 99 U. S. 686; Pana v. Bowler, 107 U. S. 529; Oregon v. Jennings, 119 U. S. 74; Dodge v. County of Platte, 16 Hun, 285 ; Shurtleff v. Wiscasset, 74 Me. 130 ; Anderson County v. Houston & G. N. R. R. Co., 52 Tex. 228; compare Jackson- ville, etc., R. R. Co. v. Town of Vir- den, 104 111. 339. 5 Mercer County v. Hacket, 1 Wall. 83 ; Moran v. Commrs. of Miami County, 2 Black, 722, 732; Supervi- sors o. Schenck, 5 Wall. 772, 784; 299