аfter stating the ease, delivered the opinion of the court, as follows:
The question presented, and the sole question under the pleadings, is whether the bonds issued in May, 1862, of the Atlantic, Tennessee and Ohio Railroad Company, a corporation created by the State of North Carolina, were solvable in Confederate notes or in the legal currency of the United States. The company, in its answer, expresses a readiness to pay in legal сurrency the equivalent of the bonds, if their values be estimated upon the assumption that the bonds were payable in Confederate notes.
In support of the position taken by the company, and the trustees representing the company, reliance is placed upon the decision of this court in Thorington v. Smith * and the ordinance of North Carolina of October, 1865, relating to contracts made during the war, and the Scaling Act of the State passed in 1866.
The treasury notes of the Confederate government were *556 issued eаrly in the war, and, though never made a legal tender, they soon, to a large extent, took the place of coin in the insurgent States. ’Within a short period they became the principal currency in which business in its multiplied forms was there transacted. The simplest purchase of food in the market, as well as the largest dealings of merchants, were generally made in this currency. Contracts thus made, not designed to aid the insurrectionary.government, could not, therefore, without manifest injustice to the parties, be treated as invalid between them. Hence, in Thoringlon v. Smith, this court enforced a contract payable in these notes, treating them as a currency imposed upon the community by a gоvernment of irresistible force. As said in a later case, referring to this decision, “It would have been a cruel and oppressive judgment, if all the transactions of the many millions of people composing the inhabitants of the insurrеctionary States, for the several years of the war, had been held tainted with illegality because of the use of this forced currency, when those transactions were not made with reference to the insurrectionary government.” *
The Confederate notes, being greatly increased in volume from time to time as the exigencies of the Confederate government required, and the probability of their ultimate redemption growing constantly less, necessаrily depreciated in value as the war progressed, until, in some portions of the insurgent territory, at the close of the year 1863, $20 in these notes, and qt the close of the year 1864, $40 possessed only the purchasing power of $1 in lawful money. † The precious metals, however, still constituted the legal money of the insurgent States, and alone answered the statutory definition of dollars, but in fact had ceased in nearly all, certainly in a large part of the dealings оf parties, to be the *557 measures of value. When the war closer], these notes, of course, became at once valueless and ceased to be current, but contracts made upon their purchasable quality, and in which they were designated as dollars, existed in great numbers. It was at once evident that great injustice would in many cases be done to parties if the terms used were interpreted only by reference to the coinage of the United States or their legal-tender notes, instead of the standard adopted by the parties. The legal standard and the conventional standard differed, and justice to the parties could only be done by allowing evidence оf the sense in which they used the terms, and enforcing the contracts thus interpreted. The anomalous condition of things at the South had created in the meaning of the term “ dollars” an ambiguity which only parol evidence could in many instanсes remove. It was, therefore, held in Thorington v. Smith, where this condition of things, and the general use of Confederate notes as currency in the insurgent States were shown, that parol evidence was admissible to prove that a contract between parties in those States during the war payable in “ dollars,” was in fact made for the payment of Confederate dollars; the court observing, in the light of the facts respecting the currency of the Confederate notes, which were detailed, that it seemed “ hardly less than absurd to say that these dollars must be regarded as identical in kind and value with the dollars which constitute the money of the United States.”
The decision upon which reliance is plaсed, as thus seen, only holds that a contract made during the war in the insurgent States, payable iu Confederate notes, is not for that reason invalid,'and that parol evidence, under the peculiar condition of things in those States, is аdmissible to prove the value of the notes, at the time the contract was made, in the legal currency of the United States. In the absence of such evidence the presumption of law would be that by the term “ dollars.” the lawful сurrency of the United States was intended. This case affords, therefore, no support to the position of the appellants here, for no evideuce was produced by them that payment of the bonds in Con *558 federate notes was intended by the railroad company, when they were issued, or by the parties who purchased them.
The ordinance of North Carolina of October, 1865, recognized the difference between the standard of value existing in that State during the war, and usually referred to in the contracts of parties, and the legal standard adopted by the government of the United States. It required that the legislature should provide a scale of depreciation of thе Confederate currency from the time of its first issue to the end of the war; and declared that all existing contracts solvable in money, whether uuder seal or not, made after the depreciation of that currency, beforе the 1st day of May, 1865, and then unfulfilled (except official bonds, and penal bonds payable to the State), should “ be deemed to have been made with the understanding that they were solvable in money of the value of the said currenсy;” but at the same time provided that it should be “ competent for either of the parties to show, by parol or other relevant testimony, what the understanding was in regard to the kind of currency in which the same were solvable,” and that in such ease “the true understanding” should regulate the value of the contract. The act of the legislature of the State, passed in 1866, adopted a scale of depreciation of Confederate currency as requirеd by the ordinance, designating the value in such currency of the gold dollar on the first day of each mouth, from November, 1861, to April, 1865.
The ordinance and act require the courts, in the construction of contracts made in the insurgent States between certain dates, to assume as a fact that the parties inteuded by the term “dollars” Confederate notes, and understood that the.contracts were solvable in that currency; and they thus throw upon the party cоntesting the truth of the assumed fact the burden of establishing a different understanding. It is contended by the complainants that the ordinance and statute in thus giving a supposed conventional meaning to the terms used, in the absence of any evidence on the subject, instead of the meaning which otherwise would attach to the terms, impair the obligation of the contracts *559 between them and the railroad company, and are, therefore, void. Upon this question we refrain from expressing any opinion. It is unnecessary that we should do so, for there is sufficient in this case to rebut the presumption required by the ordinance and statute.
The understanding of the parties may be shown from the nature of the transaction, and the attendant circumstances, as satisfactorily as from the language used. A contract, for example, to pay $50 for a night’s lodging at a house of public entertainment, where similar accommodation was usually afforded for orie-twentieth of that sum in coin, accompanied by proof of a corresponding depreciation of Confederate notes, would leave little doubt that the parties had Confederate money in contemplation when the contract was made. In Thorington v. Smith the land was sold for the nominal sum of $45,000, when its value in coin was only $3000, a most persuasive fact to the conclusion that Confederate notes were alone intended in the original transaction. So, on the other hand, contracts made payable out of the Confederate States, or at distant periods, such as may be supposed to be desired as investments of moneys, or given upon a cоnsideration of gold, would, in the absence of other circumstances, justify the inference that the parties contemplated payment in the legal currency of the country.
In the present case the intention of the railrоad company that the principal of its bonds should be paid in lawful money instead of Confederate notes may justly be inferred, we think, from the nature of the contracts, particularly the long period before they were to mаture. "When they were issued, in May, 1862, it could not have been in the contemplation of the parties that the war would continue from seven to thirteen years. It is well known that at that, time it was the general expectation on all sides thаt the war would be one of short duration. The Confederate notes were only tavable by their terms after a ratification of peace between the Confederate States and the United States. The bonds of the railroаd were intended for sale in the markets of the world generally, and not merely in the Confederate States; *560 they were payable to bearer, and, therefore, transferable by delivery. They state on their face that they may bе converted into the stock of the company, at par, by the holder. The declarations of the officers of the company up to July, 1863, show that the company treated the bonds as having an exceptional valuе, and not subject to the fluctuation of Confederate currency. Repeated declarations of the officers were made to that import.
There is sufficient in these circumstances to repel the presumption сreated by the ordinance and act of North Carolina, and that being repelled, the ordinary presumption of law as to the meaning of the parties in the terms used must prevail.
With reference to the interest payable sеmi-annually a different presumption cannot be allowed, as the interest must follow the character of the principal.
The other questions presented by counsel are not raised on the pleadings. Usury, as a defence, should have been specially pleaded or set up in the answer to entitle it to consideration. .
Decree affirmed..
Notes
8 Wallace, 1.
Hanauer v. Woodruff, 15 Wallace, 448.
According to the Scaling Act of North Carolina one dollar in gold in that State was worth, at the close of 1863, twenty dollars, and аt the close of 1864, forty-nine dollars in Confederate notes. According to the Scaling Act of South Carolina one dollar in gold in that State was worth at those periods respectively, thirteen dollars and ninety cents and twenty-two dollars and twenty-two cents in Confederate notes.