Young v. Clarendon

On the 24th of February, 1885, the appellant exhibited, in the circuit court of the United States for the eastern district of Michigan, his bill, in the nature of a creditors' bill, against the appellees. The bill avers that on the 12th of November, 1884, the appellant obtained a judgment against the railroad company for the sum of $355,865.24; that an execution upon the judgment was issued, and was returned nulla bona; that the judgment is still unpaid; and that the railroad company is a corporation organized on the 28th of August, 1868, by a consolidation of two companies, one organized under the laws of Michigan, and the other under those of Indiana,-which consolidated company was itself, on October 8, 1880, again consolidated with the St. Joseph Valley Railroad Company, retaining, however, its name of the Michigan Air-Line Railroad Company. The bill also alleges that after the first consolidation as aforesaid, and on the 22d of March, 1869, the legislature of Michigan passed 'An act to enable any township, city, or village to pledge its aid, by loan or donation, to any railroad company now chartered or organized, or that may hereafter be organized, under and by virtue of the laws of the state of Michigan, in the construction of its road.' Said act authorized the issue of aid bonds. In its fifth and sixth sections it provided as follows: 'Sec. 5. Whenever any such bonds, as provided by provisions of this act, shall have been issued as therein specified, the same shall be delivered by the person, persons, or officers having charge of the same to the treasurer of this state, who shall give a receipt therefor, and hold the same as trustee for the municipality issuing the same, and for the railroad company for which they were issued, and to be disposed of by said treasurer in discharge of his trust, as hereinafter provided. Sec. 6. Such bonds shall be safely kept by such treasurer for the benefit of the parties interested, and be disposed of by him in the following manner; that is to say, whenever any railroad company, in aid of which any of such bonds may have issued, shall present to said treasurer a certificate from the governor of this state that such railroad company has in all respects complied with the provisions of this act, and is thereby entitled to any of such bonds, the same, or such of said bonds as said company shall be entitled to receive, shall be delivered to said company, the treasurer first cutting therefrom, canceling, and returning to the municipality the past-due coupons. The treasurer shall indorse upon each of said bonds the date of such delivery, and to whom the same were delivered, and the same shall draw interest only from the time when so delivered; and the treasurer shall notify the clerk of the township or recorder or clerk of the city issuing the same of the date of the delivery of its bonds to such railroad company. * * * And in case any bonds so delivered to said treasurer by any such township or city shall not, within three years from the time when the same were received by him, be demanded in compliance with the terms of this act, the same shall be canceled by said treasurer, and returned to the proper officers of the township or city issuing the same.'

The bill further avers that, in conformity with the provisions of this act, the electors of the township, on the 21st day of June, 1869, voted to pledge the aid of the township by the loan of $10,000, to be paid by its 10 per cent. bonds at par, upon certain terms and conditions in said vote stated, among which were that the road should be located and constructed through said township; that the time of payment of each of those bonds was to be postponed a year, in the event of the non-completion of the roadbed and the ironing before the 1st of November, 1869; and that the company would pay yearly to the township a sum equal pro rata to the dividends paid stockholders; and said sums were to be in extinguishment of the interest on the bonds, and the excess over 10 per cent., if any, to be applied on the principal. The bonds, thus voted, were issued in pursuance of said act, and were delivered to the state treasurer, to be by him held as trustee for both the township and the company on the terms and conditions of the act as aforesaid. The bill then avers that the railroad company, in consideration of the township's action, and relying thereon, entered upon the construction of said railroad, and, previous to the 1st of February 1871, had fully constructed and ironed said road through the township; and, at the time of the delivery of the bonds to the state treasurer, as aforesaid, had duly executed and delivered to the township the agreement specified in the terms on which the aid was voted, and had performed every condition precedent to the earning of said bonds, and had become fully entitled to have the same delivered by the treasurer, except that it had not secured the certificate of the governor as required by said act. While the road, however, was in the process of construction, the supreme court of the state of Michigan, on the 26th of May, 1870, declared the act in question to be unconstitutional; but, as the railroad company had already expended the sum of a million of dollars and up wards in construction, it could not stop, but went on and completed the road in full compliance with a l the conditions of the vote. The company then applied to the governor for his certificate under the statute, exhibiting to him proofs of its title to receive the bonds; but he refused to give the same, giving as his sole reason for such refusal the judgment of the supreme court aforesaid. The bill then avers that on May 28, 1872, the township, knowing the premises, and without the knowledge or consent of the company, and in violation of the law and of the trust aforesaid, and in fraud of the company's rights, induced the state treasurer, who had full knowledge of the foregoing facts, to surrender to the township the said bonds and the coupons thereunto attached; that the township has since retained the same, and withheld them from the company; that said bonds and coupons, by reason of all the premises, became in justice and equity the property of said railroad company, and the township became bound thereon according to their tenor and effect; that the said township is therefore equitably indebted to said company, to the whole amount of said bonds and coupons, with the interest thereon to the present time; and that the appellant is entitled to the said amount towards the satisfaction of his judgment against the company. To this end an account is prayed to be stated between the company and the township, the appellees, and a final decree against the township for the sum shown to be due, in favor of the appellant, is asked. The bill was dismissed by the circuit court on demurrer, (26 Fed. Rep. 805,) and the cause comes here on appeal by the complainant.

J. D. Conely, for appellant.

Isaac Marston and W. K. Gibson, for appellees.

Mr. Justice LAMAR, after stating the facts in the foregoing language, delivered the opinion of the court.