after stating the case,■ delivered the opinion of the court.
It appears that, on the second trial of this case, the plaintiff proved that he had received two of the bonds’ in suit, — those payable ip 1870 and 1871,— with coupons attached, before their maturity, and given value for them, without notice of any defence to them on the part of the county. Under our ruling, . when the case was first here, there can be' no doubt of his right to recover upon them. The only questions for our determination as .respects them • relate to the interest which they shall draw •after maturity, and the "interest which the judgment shall bear. These questions we shall hereafter consider.
N. As to the other two bonds in suit, — those payable in 1868 and 1869, — and coupons annexed, it appears that when Clark purchased them, on the 20th of May, 1.863, there were attached to each the coupon due on the first of that month and all sub-j sequent unmatured coupons. His vendor stated to him that' the coupons previously matured had been paid, and that those due on the first of the month would-be^paid in a few days. He *57 had no notice at .the time of any defence to the bonds, except such as may be imputed to him from the fact that one of the coupons attached to each of the bonds was then past due and unpaid. And the principal question for our determination is, whether, this fact existing, the plaintiff had, as to these bonds, the right of a holder for value before dishonor, without notice of any defences by the county ; or, as stated by counsel, whether this fact rendered the bonds themselves, and all subsequently maturing coupons, dishonored paper, and subjected them, in the hands of Clark and the plaintiff succeeding to his rights, to all defences good against the original holder. The judges of the Circuit Court were divided in opinion upon this question; and, as in such cases the- opinion of the presiding judge prevails, the decision of the court was against the plaintiff, and he was held to have taken the bonds and subsequent coupons as dishonored paper, subject to all the infirmities which could be urged against them in the hands of the original' holder. In this decision we think the court erred. The special verdict does not show that' the coupons overdue had been presented to the Metropolitan Bank for payment, and their payment refused. Assuming that such was the fact, the case is not changed. The non-payment of an instalment of interest when due could not affect the negotiability oí the bonds or of the. subsequent coupons. Until their maturity, a purchaser for value, without notice of their invalidity as between antecedent parties, would take them' discharged from all infirmities. The non-payment of the instalment of interest represented by the coupons due. at the commencement of the month in which the purchase was made by Clark was a slight circumstance, and, taken in ’ connection with the fact that previous coupons had been paid, was entirely insufficient to excite suspicion even of any illegality or irregularity in the issue of the bonds. Obligations of municipalities in the form of those in suit here are placed, by numerous decisions of this court, on the footing of negotiable paper. They are transferable by delivery, and, when issued by competent authority, pass into the hands of a Iona fide purchaser for value before maturity, freed from any infirmity in their origin. Whatever fraud the officers authorized to issue them may have committed in disposing of them, or however entire may have been the fail *58 ure of the consideration promised by parties receiving them, these circumstance's wfll not affect the' title of subsequent Iona fide purchasers for value before maturity or the liability of the municipalities. As with other negotiable paper', mere suspicion . that there may be a defect of title in' its holder, or knowledge of circumstances which would excite suspicion as to his title in the mind of a prudent man, is not sufficient to impair, the title of the purchaser. That result will only follow where there has been bad faith on his part. Such is the decision of this court, and substantially its language, in the case of Murray v. Lander, reported in the 2d of Wallace, where the leading authorities on the subject are considered.
The interest stipulated was a mere incident of the debt. The holder of the bond had1 his option to insist -upon its payment when due, or to allow if to run until the maturity of the bond; that is, until the principal was’ payable. Many causes may have existed for a failure to meet the interest as it matured, entirely independent of the question of the validity of the bonds in their inception. The payment of previous instalments of 'interest would seem'to suggest that only causes of a temporary nature had prevented their - continued payment. If no instalment had been paid, and several were past due, there might have been greater reason for hesitation on the part of the pur- ' chaser to take the paper, and suspicions might have been excited that something was wrong in issuing it. All that we now decide is, that 'the simple fact that an instalment of interest is .overdue and unpaid, disconnected from other facts, is not sufficient to affect the position of one taking the bonds and subsequent. coupons before their maturity for value as a
Iona fide
purchaser.
National Bank of North America
v. Kirby,
The plaintiff, therefore, holds the bonds and the subsequent coupons as his vendor held fhem, freed from all infirmities attending their original issue. Nor- is he limited in his recovery upon them, or upon the other two bonds, as contended by counsel for the county, to the amount he paid-his vendor.' Clark had given full value for those he purchased, and could have recovered their amount from the county, and his right passed to
*60
his vendee. But, independently of the fact of such full payment, we are of opinion that a purchaser of a negotiable security before maturity, in cases where he is not personally chargeable-with fraud, is entitled to recover its full amount against its maker, though he may have paid less than its par value, whatever may have been its original infirmity. We are aware of numerous decisions in conflict with this view of the .law; but we think the sounder rule, and the one in consonance with the common understanding and usage of commerce, is that the purchaser, at whatever price, takes the benefit of the entire obligation of the maker. Public securities, and those of private corporations, are constantly fluctuating in price in the market, one day being above par and the next below it, and often passing within short periods from one-half of their nominal to their full valúe. Indeed, all sales of such securities are made with reference to prices current in the market, and not with reference to their par value. It would introduce, therefore, inconceivable confusion if
bona fide
purchasers in the market were restricted in their claims upon such securities to the sums they had paid for them. This rule in no respect impinges upon the doctriné that one who makes'only a loan upon such paper, or takes it as collateral security for a precedent debt, may be limited in his recovery to the amount advanced or secured.
Stoddard
v.
Kimball,
6 Cush. (Mass.) 469;
Allaire
v. Hartsh
orne,
1 Zab. 665;
Williams
v.
Smith,
2 Hill (N. Y.), 301;
Chicopee Banh
v.
Chapin,
8 Met. (Mass.) 40 ;
Lay
v.
Wissman,
The only questions remaining, which we deem of sufficient importance to require consideration, relate to the interest which the bonds and coupons • in suit .shall draw after their maturity, and the interest which the judgment shall bear. The statute of Iowa on this subject provides that the rate of interest shall be six per cent a year on money due by express contract, unless a different rate be stipulated, and on judgments and decrees for the payment of money in such cases ; but that parties may agree in writing for any rate of interest not exceeding ten per cent a year,. and that any judgment or decree thereon shall draw the rate of interest expressed in the contract.
The bonds by their terms, as already stated, bear interest at
*61
the .rate of ten per cent until maturity. The plaintiff claims that they should draw the same rate of interest after maturity,' and that, under the statute of Iowa, the judgment should also bear ten per cent interest. The court below allowed only seven per cent on the bonds after maturity, that being the rate in New York, where the bonds were payable, and only six per cent on the judgment. In this ruling, we think the court erred. By the settled law of Iowa, as established by repeated decisions of her highest court, contracts drawing a specified rate of interest before maturity draw the same rate of interest afterwards.
Hand
v. Armstrong,
The case of
Brewster
v.
Wakefield
(
The position of counsel, that because the rate' of interest in New York; where the bonds were payable, is' only seven per cent, the bonds can only' draw that -rate after maturity, is not tenable. When the rate of interest at the place of contract differs from, the rate at the place of payment, the parties may ' contract for either rate, and the contract will govern.
Miller
v.
Tiffany,
With' reference to interest on the coupons after their maturity; that can. be allowed only at the rate of six per cent under the law of-Iowa. See, .as to coupons drawing interest,
Aurora City
v.
West,
It follows, from the views expressed, ■ that the plaintiff was entitled to -judgment for the amount of the four bonds and the coupons in suit, .with interest on the bonds after maturity until ■judgment, at the rate-of ten per cent a year, and with interest on the coupons after their maturity until judgment at the rate of six per cent a year; and that'the judgment should-draw *63 interest at tbe rate of ten per cent a year upon tbe amount found due on the bonds, and at the tate of six per cent a year upon the amount found due on the coupons, including the costs of the action.
The judgment of the Circujt Court must, therefore, be reversed, and the cause remanded with directions to enter a.judgment for the plaintiff in conformity with this opinion; and it is
So ordered.