BOARD OF COUNTY COMMISSIONERS OF THE CITY AND COUNTY OF DENVER
v.
HOME SAVINGS BANK
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The Board of County Commissioners of Denver issued negotiable certificates of indebtedness to pay for ballot machines, and Home Savings Bank sued to collect on a certificate it had purchased in good faith. The Supreme Court affirmed the judgment for the bank, holding that a municipal corporation authorized by state law to issue certificates of indebtedness to raise money is implicitly authorized to issue them in negotiable form, as that is the customary and practical form in which such instruments are sold on the market.
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Mr. Justice Holmes delivered the opinion of the court.
This is an action brought by the respondent, upon a certificate of indebtedness and an interest coupon attached to the same, against the petitioner. There was a verdict and judgment for the plaintiff and the Circuit Court of Appeals affirmed the judgment. 118 C.
C. A. 256; 200 Fed. Rep.
28. The plaintiff held the instrument by endorsement and was found to have purchased it in good faith before maturity, but the defendant denied the authority to issue the certificate in negotiable form and sought to raise the question by its third defence which set up failure of consideration. There was a demurrer to this defence which was sustained by the Circuit Court, and the trial took place upon the other issues. The Circuit Court of Appeals declined to consider the correctness of this ruling because no exception was taken to it. But no exception or bill of exceptions is necessary to open a question of law already apparent on the record and there is nothing in the record that indicates a waiver of the defendant’s rights.
Therefore we must consider the merits of the defence. Nalle v. Oyster, 230 U. S. 165.
The certificate recites the allowance of a claim for ballot machines by the Board of County Commissioners of the City and County of Denver and goes on “the Board of County Commissioners being authorized thereto by the laws of the State of Colorado, Act of 1905, thereby issues its certificate of indebtedness for the said sum, and will in one (1) year pay to the order of the Federal Ballot Machine Company the sum of eleven thousand two hundred and fifty dollars, with interest on .this sum, from the date hereof, at the rate of five per cent, per annum; the said’ interest payable semi-annually, as per two (2) coupons, hereto attached.” This certificate was one of ten issued to. pro vide for the payment for ballot machines and the constitution of the State authorized provision for payment in such case “by the issuance of interest-bearing bonds, certificates of indebtedness, or other obligations, which shall be a charge upon such city, city and county, or town; such bonds, certificates or other obligations may be made payable at such time or times, not exceeding ten years from the date of issue, as may be determined, but shall not be issued or sold at less than par.” Art. VII, § 8, as amended, November 6, 1906. A statute in like words previously had been passed to be effective if the amendment to the constitution should be adopted as it was. Laws of 1905, c. 101, § 6. See Rev. St. 1908, § 2342. The defence that we are considering is that the foregoing words did not warrant making the certificates of indebtedness negotiable, relying especially upon Brenham v. German American Bank, 144 U. S.
173. But the argument seems to us to need no extended answer. The power to issue certificates of indebtedness or bonds'is given in terms and it is contemplated that these instruments may . be sold to raise money for the purpose named. But however narrowly we may construe the power of municipal corpora-, tions in this respect, when they are authorized to raise money by the sale of bonds we must take it that they are authorized to put the bonds in the form that would be almost a necessary condition to obtaining a purchaser— the usual form in which municipal bonds are put upon the. market. Gunnison County Commissioners v. Rollins, 173 U. S. 255, 276. What is true about bonds is true about certificates of indebtedness. Indeed it is difficult to see any distinction between the two as they are commonly known to the business world'. The essence of each is that they contain a promise under, the seal of the corporation, to pay a certain sum to order or to bearer. We are of opinion that the Board of County Commissioners was authorized to issue certificates in the negotiable form. Carter County v. Sinton, 120 U. S. 517, 525. Gelpcke v. Dubuque, 1 Wall. 175, 203. Cadillac v. Woonsocket Savings Institution, 58 Fed. Rep. 935, 937. Ashley v. Board of Supervisors, 60 Fed. Rep. 55, 67. D’Esterre v. Brooklyn, 90 Fed. Rep. 586, 590. Dillon, Munic. Corp., 5th Ed., § 882.
Judgment affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By (17 total)
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Sullivan v. City of Tampa, 134 So. 211 (Fla. 1931)…e validation *Page 309 of bonds and certificates of indebtedness authorized the validation of time warrants, as they were certificates of indebtedness within the intent and meaning of the validating act, citing the case of Denver v. Home Saving Bank,236 U.S. 101, 35 S.C. 265, 59 L. ed., 485, in which case MR. JUSTICE HOLMES, speaking for the Court said: "What is true about bonds is true about certificates of indebtedness. Indeed it is difficult to see any distinction between the two as they are commonly kn…
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Bd. OF Pub. Instruction v. Wright, 77 So. 2d 770 (Fla. 1955)…express exclusion * * * [otherwise] authority to issue negotiable bonds will be inferred and construed.” Jones, supra, Vol. I, section 286; Board of County Commissioners of City and County of Denver v. Home Savings Bank, 236 U.S. 101, 35 S.Ct. 265, 59 L.Ed. 485. In further support of their contention it is argued by the Board that the high school bonds issued under Chapter 11074, supra, are non-negotiable because they are payable from a particular fund. While it is the rule that an order or promise to pa…
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Hubert v. City of Vero Beach, 93 Fla. 323 (Fla. 1927)…te. The statute authorizes the special proceedings for validating “bonds” and “certificates of indebtedness.” The time warrants as above stated are certificates of indebtedness within the meaning of the validating Act. See Denver v. Home Sav. Bank, 236 U. S. 101, 35 Sup. Ct. Rep. 265. Affirmed. Terrell and Buford, J. J., concur. Ellis, C. J., and Strum and Brown, J. J., concur in the opinion.…
Previewing 3 of 17 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited (19 total)
- Clune v. United States, 159 U.S. 590 (U.S. 1895)
- Gelpcke v. The City of Dubuque, 1 Wall. 175 (U.S. 1863)
- Nalle v. Oyster, 230 U.S. 165 (U.S. 1913)
- Gunnison Cnty. Comm'rs v. Rollins, 173 U.S. 255 (U.S. 1899)
- Hedges v. Dixon Cnty., 150 U.S. 182 (U.S. 1893)
- Aurora City v. West, 7 Wall. 82 (U.S. 1868)
- The Chateaugay Ore & Iron Co., 128 U.S. 544 (U.S. 1888)
- Suydam v. Williamson, 20 How. 427 (U.S. 1857)
- Ry. Co. v. Heck, 102 U.S. 120 (U.S. 1880)
- Brenham v. German Am. Bank, 144 U.S. 173 (U.S. 1892)