BILL OF LADING, 275, 257, 328.

See CARRIER, 10, 12, 13, 25; PLEADING AND PRACTICE, 8.

BOARD OF DIRECTORS, 471.

See CORPORATION, 4.

1. A bond, whereby a county acknowledges its indebtedness in a certain
sum, payable at a time therein mentioned, to company A, or the holder, if it
"be transferred by the signature" of its president, is nogotiable, and, on his
transfer thereof by indorsement to "bearer," the latter may in his own name sue
thereon. County of Wilson v. National Bank, 151.

2. The County Court of Wilson County, Tennessee, had, after certain prelimi-
nary proceedings were taken, lawful authority to subscribe, on behalf of the

BOND-Continued.

county, for stock in the Tennessee, etc., R. R. Co., and to issue bonds of the
county in payment therefor. Id.

3. It was not essential to the validity of the popular election, ordered and held
on the question of subscription to the stock, that there should have been a final
and definite survey and location of the entire line of the company's road. All
that was required was a substantial location, designating the termini and general
direction of the road, and an estimate of the cost of constructing it. Id.

4. A town in New York was authorized, upon certain conditions, to subscribe
for railway stock, and sell its bonds at not less than their par value to raise
funds wherewith to pay therefor. The subscription was made; but the commis-
sioners issued to the company, in exchange for its stock, bonds in which that
fact is recited. Such an exchange was not authorized by the statute, and, under
the decisions of the courts of that State, a holder of the bonds, who had notice
that they had been so exchanged, could not enforce the payment of them. After
the passage of the act of April 28, 1871, A. purchased them for value, and
brought suit upon certain coupons detached therefrom. Held, that the legisla-
ture had the constitutional power to pass the act, and that the bonds were there-
by validated. Thompson v. Perrine, 140.

5. The court of county commissioners may cause the bonds to be executed in
such denominations as may be agreed upon by it and the railroad company,
provided the total amount for which they are issued does not exceed that set
forth in the proposal accepted by the vote of the qualified electors of the county.
County of Greene v. Daniel, 105.

6. Where a county subscribed to the capital stock of a railway company, and
issued its bonds therefor, the creditors of the company, on its becoming insol-
vent, are entitled to enforce the liability of the county on the bonds which are
due and unpaid. County of Morgan v. Allen, 92.

7. The court reaffirms the doctrine, that the assets of an insolvent company,
including the moneys due from a shareholder on his subscription to its capital
stock, constitute the fund for the payment of its creditors, and that he cannot,
to their prejudice, be released from his liability by any arrangement between it
and him which is not fair and honest and for a valuable consideration. The
doctrine is applicable where the debt created by the subscription of a county is
evidenced by its bonds, and they were surrendered to it in fraud of the rights of
creditors, although the surrender was made pursuant to a consent decree in a
suit to which they were not parties. Id.

8. The trustees named in a deed of mortgage executed by that company, to
secure the holders of its bonds, brought a foreclosure suit, and, under the decree
rendered, became the purchasers of the mortgaged property, which they con-
veyed to a new company chartered by the legislature. In a suit in a State court,
to which they were made defendants, they set up that they were entitled to the
possession of the county bonds for delivery to the new company. Held, that a
decree against them does not estop the creditors of the old company, who were
secured by that mortgage, from asserting their right to subject the county bonds
to the payment of their claims, the proceeds of the sale of the mortgaged
property being insufficient for the purpose. Id.

9. The bonds of the township of Harter, signed by the supervisor and coun-
tersigned by the clerk of the township, reciting that they are issued in pursuance
of the authority conferred by acts and an election of the legal voters of the
township, under their provisions, are valid obligations, although the donation
was voted to the Illinois Southeastern Ry. Co., and they were delivered to a
corporation formed, pursuant to law, by the consolidation of that company with
another. Harter v. Kernochan, 82.

10. As the records of the township show that the bonds were directed to be
issued and delivered to the new company, the township is, as against a bona fide
holder of them for value, estopped from denying their validity. Id.

11. Where the eighth section of the charter of a railway company gave power
to municipalities to make subscriptions to such company, issue bonds, and levy
the requisite tax to pay them, upon a vote authorizing the same, and the ninth
section provided the mode of calling an election to "determine whether such

BOND-Continued.

subscription should be made and such tax levied," and the tenth section pro-
vided that, upon an affirmative vote, the coporate authorities should "levy such
tax, and subscribe to such coporation the amount thereof," as voted, and the
eleventh section provided that if any such municipality should subscribe under
the provisions of the charter, and should issue their bonds, they should be in
full payment of its subscription: Held, that the several sections, when construed
together, only provided for subscriptions payable in bonds to be ultimately dis-
charged by the levy of a tax for that purpose, and not for subscriptions to be
paid in money, in the first instance, previously raised by taxation. Town of
Prairie v. Lloyd, 58.

12. Where a railway charter provided for calling an election on a petition
of twenty-five legal voters, to determine whether a subscription should be made
to the railway company, and a tax levied, and the notice to be given of such
election, and in a subsequent section empowered the several towns, etc., through
or near which the road should be located, to "make donations and to issue
bonds for the same in the manner" therein before provided for, to such railroad
for the construction of the same, it was held, that whatever might be the rule
in respect to subscriptions, it was clear that, so far as donations were concerned,
the failure to submit a formal proposition to the electors for authorizing the
levy of a tax, would not render the bonds issued under the election void, and
that the people in voting the donation of bonds, impliediy voted for the levy of
the requisite tax to pay them. Id.

13. When municipal bonds have been issued in aid of a railway corporation,
or as a donation thereto, since the constitution of 1870 went into effect, the
burden of showing they were issued in compliance with a vote of the people of
the municipality, in pursuance of some law authorizing the same, rests upon
those affirming their validity. Such bonds are prima facie invalid. Id.

14. Where a railroad charter provides that if a majority voting at an election
on a proposition that a town subscribe or donate a sum of money to the com-
pany to aid in the construction of its road, the town, by its proper corporate
authority, shall subscribe and issue its bonds for the amount voted, the bonds
will be properly executed by its supervisor and town clerk, though the expression
"corporate authorities" does not ordinarily, in its application to townships,
signify the supervisor and town clerk. Id.

15. Before railroad aid bonds can be properly registered under the act of
April 16, 1869, it must appear that they were issued in pursuance of a vote of a
majority of the legal voters in the municipality issuing them. But when once
registered, it will be presumed they were rightfully registered, and the burden
of establishing the contrary rests upon the party affirming it. Id.

16. Where a town has ample authority for issuing its bonds to a certain rail-
road company as a donation or subscription, and the bonds are executed in
proper form and made payable to the proper company, but are delivered to the
secretary of a new company, and there is nothing pertaining to them, or which
could have been ascertained from the record, indicating their delivery to one not
entitled to receive them, the bonds cannot be held invalid by reason of such
alleged improper delivery after they have passed into the hands of innocent
holders. Id.

17. Where the charter of a railroad, passed in 1869, authorized the raising by
towns of money by tax, and the subscription of the same to the capital stock of
the corporation, and the issuing of bonds in payment of the same upon an
affirmative vote authorizing the same, and a subsequent section of the charter
provided that donations might be made and bonds issued in the manner "here-
inbefore provided," it was held, that the preceding sections, providing for an
election, etc., as to subscriptions, were referred to and adopted as the proper
mode for making a donation, and that the statute was to be regarded as mean-
ing the same thing as if the power to make donations had been inserted in the
preceding sections relating to subscriptions. Town of Douglas v. Niantic Sav-
ings Bank et al., 54.

18. While the supervisor and town clerk are not the proper corporate authori-
ties to determine whether a town shall assume a liability by subscription or

BOND-Continued.

donation to a railroad, or to levy taxes to pay the bonds issued or interest there-
on, yet they are the proper functionaries, after such a liability has been voted
by the electors, to make the subscription or donation, and to issue the bonds of
the town in payment and discharge thereof. In such case the supervisor is a
very appropriate officer, or "proper corporate authority," to sign and seal, in
behalf of his town, bonds for the payment of the subscription or donation.

Id.

19. Objections which relate only to the regularity in the making and issue of
municipal bonds in aid of a railroad, and not to the power to issue the same,
cannot prevail against bona fide holders. Id.

20. The charter of a railroad in Illinois allowed counties, etc., to subscribe to
the stock of the coporation and issue bonds in payment, if a majority of voters,
at an election called by the county court, should favor the subscription. The
voters of a county, which had adopted a township organization, voted in favor
of subscribing to the stock at an election called by its board of supervisors. A
subsequent statute, relating to the company, provides that “all elections held
for the purpose of voting said stock, and the manner in which said stock was
voted, are hereby legalized in all respects, and the stock to be subscribed in the
manner the same was voted." On the authority of this act and the election, the
board of supervisors issued bonds of the county. At this time a county court
existed in the county. Before the bonds fell due, a statute was passed authoriz
ing municipal corporations, etc., to fund their bonds, which, in brief, declared
that in cases where a county, etc., had issued bonds for subscription to railroad
companies, etc., which are now binding or subsisting legal obligations," and
"which are properly authorized by law," the county, etc., might, on surrender
of such bonds, issue new ones, with the provision that the issue should first be
authorized by a vote of the majority of the legal voters of the county, etc. Con-
formably to this provision, and pursuant to such a vote, the board of supervisors
issued, in exchange for the old bonds, funding bonds, having a longer period to
run and bearing a lower rate of interest. In a suit against the county by a
holder of funding bonds, which he had received in exchange for surrendered
bonds,—Held, 1. That the vote of the people at the last election recognized the
original bonds as binding and subsisting obligations, and that the county is
therefore estopped from setting up that they were invalid because voted for at
an election called by the board of supervisors instead of by the county court. 2.
That where, at an election held according to law, the people of a county au-
thorized their proper representatives to treat certain outstanding county obliga-
tions as properly authorized by law for the purpose of settling with the holders,
and the settlement has been made, the validity of the obligations can no longer
be contested. County of Jasper v. Ballou, 47.

21. After the voters of a town have, at an election held pursuant to that act,
voted in favor of a donation to aid in the construction of a railroad, the super-
visor and clerk are the proper authorities to subscribe for the stock of the rail-
road company and issue the bonds of the township therefor. Walnut .

Wade, 36.

22. A bona fide holder of the bonds is not bound to look beyond their recitals
and the legislative enactment under which they were issued. Id.

23. The fact that the coupons are made payable at a particular place does not
make it necessary to aver or prove a presentation of them for payment there.
Id.

24. Coupons bear interest from their maturity, and, when severed from the
bonds, are negotiable, and pass by delivery. Id.

25. The T. and N. R. R. Co., executed a mortgage on its road to secure its
bonds to defendant, the U. T. Co., as trustee for the bondholders, and bonds
were prepared for issuing, each of which contained a clause that it should not
become obligatory until authenticated by a certificate indorsed thereon duly
signed by said trustee. Said bonds were signed by the proper officers of the
company, but before the company's seal was affixed or the required certificate
attached a portion of them were stolen, a seal and certificate forged thereon, and
the bonds sold; plaintiffs purchased them for a valuable consideration and in
good faith. The T. and N. Co. was consolidated with defendant, the M. K

BOND-Continued.

and T. Ry. Co.; by the agreement of consolidation the latter was to take up out-
standing bonds of the former company, issuing its own in exchange. In an
action to compel such an exchange for plaintiff's bonds, Held, that plaintiffs
were bound by the condition of the bonds making the certificate of the trustee
essential to their validity; that neither the payment of value nor good faith on
their part created a cause of action; and that the defect in the bonds was not
waived by the agreement of consolidation; also, that the failure of the obligor,
after discovering that the bonds had been lost or stolen, to notify the public of
that fact did not constitute negligence making it liable. Maas v. Missouri, etc.,
Ry. Co., 30.

26. Also, Held, that the plaintiffs were not entitled to have returned to them
said forged bonds, which had been delivered for the purpose of exchange; that
plaintiffs had no title to them, as they had never been issued or put in circula-
tion by defendants, and so were the property of the T. and N. Co. Id.

27. The circumstances stated under which bonds of Florida, payable to bearer,
issued in aid of certain railroad companies, signed by her governor and her
treasurer, and sealed with her seal, were sold by the active efforts of the gov
ernor and came into the hands of subjects of Holland. Most of the sales were
in that country. Held, that inasmuch as the bonds, though fraudulent in their
inception, were put upon the market and sold in a foreign country to a people
largely unacquainted with the English language, a case is presented which justi
fies the court in treating the owners of them as purchasers for value and in good
faith, and entitled to relief accordingly. Railroad Companies v. Schutte, 1.

28. The legislation under which certain bonds were issued by the State of
Florida in aid of railroads having been pronounced unconstitutional by the
Supreme Court of that State, this court passes upon the liability of the railroad
company as guarantors of such bonds,-the case upon the facts being within the
rule of the liability of an indorser of commercial paper. Id.

29. A suit was brought by the State of Florida against the F. C. R. R. Co.,
alleging default in the payment of interest due on the company's bonds given in
exchange for State bonds, and seeking to enforce the statutory lien by the sale
of the roads and the application of the proceeds to the holders of the State bonds.
The company answered, setting up fraud, the unconstitutionality of the law
touching the State bonds, and averring that the railroad bonds were not a lien.
The Supreme Court of the State dismissed the bill because it was not proved
that any of the State bonds were in the hands of bona fide holders. The point
as to the statutory authority, however, to exchange the bonds and create a lien,
was directly made by the pleadings, and, after full argument, elaborately con-
sidered by the Court. Held, that the decision on this point was in no just sense
obiter. Id.

See CONSTRUCTION OF INSTRUMENT; CORPORATION, 2, 3; DEBT; ELECTION;
ESTOPPEL; PLEADING AND PRACTICE; RECEIVER, 1; STATUTE; TAX, 11.

BROKEN RAIL, 483.

See DEFECTIVE TRACK; NEGLIGENCE, 28; PLEADING AND PRACTICE, 35.

CARRIER.

1. Where it is necessary for a traveller to pass over connecting lines, it is com-
petent for either company to contract with him for the transportation of him.
self and baggage the whole distance, or that its liability shall be confined to loss
or damage occurring on its own road; but the collection, by such contracting
carrier, of fare in advance for the entire journey, without agreement as to risks,