Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/322

 § 332.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. certained. 1 " If the fact necessary to the existence of the authority was by law to be ascertained, not officially by officers charged with the execution of the power, but by reference to some express and definite record of a public character, then the true meaning' of the law would be, that the authority to act at all depended upon the actual objective existence of the requisite fact, as shown by the record, and not upon its ascertainment and determination by any one ; and the consequence would necessarily follow that all persons claiming under the exercise of such a power might be put to proof of the fact made a condi- tion of its lawfulness, notwithstanding any recital in the in- strument." 2 Recitals that bonds are issued in pursuance of a statute and city council ordinances do not put a purchaser on inquiry as to those ordinances ; nor does a recital that they were issued " by virtue of a resolution " of the city council put him on inquiry as to the terms of that resolution. 3 Secondly : recitals in municipal bonds are conclusive only as far as they relate to facts within the authority of the officers making the recitals to determine and certify to the existence of. 4 " The adjudged cases, examined in the light of their special circumstances, show that the facts which a municipal corporation, issuing bonds in aid of the construction of a rail- road, was not permitted, against a. bona fide holder, to question, in face of a recital in the bonds of their existence, were those connected with or growing out of the discharge of the ordinary duties of such of its officers as were invested with authority to execute them, and which the statute conferring the power made it their duty to ascertain and determine before the bonds were issued ; not merely for themselves, as the ground of their own action in issuing the bonds, but equally as authentic and final evidence of their existence, for the information and action of all others dealing with them in reference to it." 5 Or, as Justice 1 Dixon County v. Field, 111 U. S. 83. See § 321. 2 Opinion of Court in Dixon County v. Field, 111 U. S. 83, 93, quoted in Lake County v. Graham, 130 U. S. 674, 682, in which case the bonds is- sued in excess of constitutional limi- tation were held void. "The cases just cited show that the records are 302 the only source of information," ib. 683. Ace. Sutliff v. Lake County, 147 U. S. 230. 8 Evansville v. Dennett, 161 U. S. 434. 4 See §§330, 331. 5 Northern Bank v. Porter Town- ship, 110 U. S. 608, 619, opinion of the court, per Harlan, J. Compare