57 Miss. 701 | Miss. | 1880
delivered the opinion of the court.
On July 21,1870, the legislature incorporated the Canton and Vicksburg Railroad Company (Acts 1870, p. 205-214), and, in the charter, authority was given to the board of supervisors
The appellee, Paxton, was president of the railroad company from its organization until after his purchase of the bonds in controversy in this suit. About September 11, 1873, an instalment of twenty-five thousand dollars of the bonds were called for by the company, and its vice-president and the contractors for building its road were in the town of Canton for the purpose of receiving them. A bill to enjoin the issue of said bonds, and the fiat of a judge granting the injunction had been prepared by a tax-payer of the county, and an injunction was about to be issued by the clerk of the Chancery Court. The injunction was predicated on the charge that two-thirds of the legal voters of Madison County had not voted for the subscription for stock or issue of the bonds. A compromise
This brings us to the very important question, whether Pax-ton, being the president of the railroad company, and charged by the charter with the duty of receiving these bonds from the board of supervisors, and actually receiving them and passing them off to a creditor of the company, and then receiving them back, as an individual purchaser, stands in a better relation to
The railroad company derived its being from a law enacted by a legislature which owed its existence to the Constitution. It had no other life than such as this legislature, acting under the Constitution, imparted to it. By the charter of the company and the Constitution of the State, the board of supervisors were prohibited from issuing the bonds, unless upon the assent, as a condition precedent, of two thirds of the legal voters. What the board of supervisors were thus prohibited from issuing the company was equally prohibited to receive. It was therefore the duty of the railroad company to see, before they received the bonds, that the assent was given. This is clear so far as the rights and duties of the company itself are concerned. But the company was an artificial 'being. It had no visible existence except through its officers and agents. It could do no act whatever without them. It had no mind to make inquiry or to receive notice, no judgment or will to ac
There is nothing in the estoppel set up, as arising from the acts of the board of supervisors in assuming control of the stock, and levying taxes and paying the interest on the bonds. Whatever force these acts may have in favor of a Iona fide purchaser of the bonds, it is certain that as to a party charger able in law with notice of their invalidity, they can only be regarded as additional usurpations by the board of supervisors and additional wrongs to the tax-payers of the county. The fact that the appellee received interest to which he was not entitled rather raises an obligation on him to return it, than establishes a right to demand a further invasion of the rights of the tax-payers of the county.
Decree reversed and decree here.