56 So. 179 | Miss. | 1911
delivered the opinion of the court.
. The validity of the bonds here under consideration is-not challenged, their validity being conceded by all parties. The contention is that the bondholders are not entitled to the interest on the bonds which had accrued at the time of their purchase. Two questions are submitted to us for decision: (1) Is a district attorney authorized to institute this suit? (2) What is the meaning of the word “par,” as used in the “act authorizing the issuance of the bonds for the purpose of defraying the expenses of the government of. the state of Mississippi, ’ ’ approved April 14, 1910? Should the first question be answered in the negative, it would be our duty to reverse the judgment of the court below, and to decline to answer the second question, for the reason we would then be without jurisdiction so to do. We are not in accord as to what the answer to this question should be, and since, even should we answer it in the affirmative, our response to the second would necessarily result in a reversal of the judgment of the court below, we have determined to pretermit any discussion of, and to express no opinion upon, the first question.
The word “par” is taken from the Latin, without change of form, and means “equal,” “equality.” In commercial and financial parlance, it is used to denote ‘ ‘ a state of equality or equal value; an equality of actual with nominal value.” It is universally held, so far as the research of counsel, supplemented by our own, has enabled us to ascertain, that the equal, or par, or par value of an interest-bearing bond, on the date of its issuance, is a value equal to the principal thereof; on any day subsequent to its issuance, it is a value equal to the principal plus accrued interest, or, to be more accurate, plus the then value of the accrued interest. The nominal value of such a bond necessarily increases with each passing day by the amount of the accrued interest, which, on its face, it promises to pay.
The only other case dealing with the par value of interest-bearing bonds, which has come under our observation, is the case of Evans v. Tillman, 38 S. C. 238, 17 S. E. 49. This case is not in point here, for the reason that the court pretermitted any discussion of the meaning of the words “par value,” as used in the financial and commercial world, and rested its decision upon a ground peculiar to the statute under consideration by it, and which has no bearing on the case at bar. In Smith v. Elder, 7 Smedes & M. 507, it was held that the word “par” means
But it is said that an examination of the statutes passed by the various legislatures, authorizing the issuance of bonds, discloses the fact that the words “par” and “face” value have been used in these statutes as synonomous, that consequently the legislature must have so used the word “par” in the statute now under consideration, and that the face value of an interest-bearing bond is the principal thereof, excluding interest.. The rule of construction thus invoked by counsel for appellee is that in a case of doubt and uncertainty the court may, in construing a statute, look to prior statutes in order to ascertain the meaning of the words used in the statute under consideration; but this rule can never be invoked where the words used have a plain and well-settled meaning, or where to do so would not remove, but create, an ambiguity. It is true, 'also, that where the legislature by
In the first of these cases it does not appear whether the instrument, in that case a judgment, bore interest on its face or not; so that the decision is consequently of no value here. In the second case the instrument under consideration did not on its face bear interest, and this fact was made the ground of the court’s decision. In discussing this matter the court, among other things, said (italics ours): “There is nothing ambiguous about the words ‘face value’ as applied to such a paper; therefore it would be useless to spend time discussing what they might be held to mean in the light of rules for judicial construction. Being used clearly in their plain, ordinary sense, there is no room for construction. It is considered here that the common meaning thereof in the relation under discussion is the amount named in the paper, not including interest or anything determinable by computation of evidence aliunde especially where the right to interest does not appear upon the face of the paper. It will be observed that the subject of interest is not even alluded to on the face of the certificates. That presents the clearest hind of a case for confining the term
On the contrary, the only cases dealing with the face value of an interest-bearing instrument are State v. Delafield, Village of Ft. Edwards v. Fish, and Duvall v. Knight, supra; and in the first of these it was impliedly, and in the other two expressly, held that the face value of such an instrument is the principal plus accrued interest. The promise, on the face of the bonds, is to pay a certain sum plus interest. It follows from the foregoing views that the bondholders are not entitled to the unearned interest on these bonds.
The judgment of the court below is reversed and the cause dismissed.
The assistant attorney-general again calls our attention to the evidence in this case which he states we seem to ignore.” This testimony was not referred to in our former opinion, for the reason that there is no controversy between the counsel relative thereto, and for the further reason that most of it is wholly immaterial, having no bearing on the legal questions involved. This evidence discloses that pursuant to section 2 of chapter 99 of the acts of 1910 the bonds were offered for sale to the public by means of advertisements in the newspapers, and- that no bids were received therefor; that thereupon the governor with considerable difficulty succeeded in selling the bonds at private sale to various parties and at various times, the last sale being made on the 29th day of December, 1910, all sales being made “with the advice and consent of the treasurer and auditor.” The bonds were dated on and bear interest from July 1, 1910. All parties being under the mistaken impression that the “par” of an interest-bearing bond is the principal thereof, excluding accrued interest, no account was taken of. this interest in the sale of the bonds; but all of them were sold for the amount of the principal thereof, which was the highest price that could be obtained for them. This evidence simply shows that the bonds were sold in good faith under the mistaken belief that the law was being complied with. The question before us, however, is not the good faith of the parties, but whether the law under which the bonds were sold was in fact complied with.
It does not appear when the contract for lithographing the bonds was made, except that it was shortly after the 6th day of June, 1910. They were not delivered by the party with whom this contract was made until the 13th day of September following. Some of the purchasers agreed to take part of the bonds prior to the
Again, it. is said that the general manager of the Merchants’ Bank & Trust Company of Jackson, Mississippi, testified without contradiction that the par value of an interest-bearing bond is the principal thereof, excluding accrued interest, except where such interest is represented'by a coupon which has matured, matured coupons being included in ascertaining the par value of the bond ; that this was the definition of the term acted upon by the business world generally, arid by his bank particularly, in all transactions involving the par value of such instruments. This evidence was really incompetent and is wholly immaterial, for the reason that the words “par” and “par value,” as applied to commercial paper, have a well-settled meaning in commercial law, as shown in our original opinion, and consequently are not subjects of expert testimony.
The suggestion of error is overruled. Overruled.