WILSON
v.
SALAMANCA

U.S. | 1878-10-01
99 U.S. 499 Supreme Court of the United States (1878) Positive Treatment
Also reported at: 25 L. Ed. 330 · 1878 U.S. LEXIS 1567 · SCDB 1878-124
Cited by 12 cases

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Synopsis

The Supreme Court held that a township's subscription to stock and issuance of bonds by its trustee and clerk were valid corporate actions, as those officials acted in their official capacity as legal representatives of the township rather than as mere agents, and the privilege to receive the subscription passed to the consolidated railroad company despite the original company's consolidation with another entity.

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Opinion of the Court
Mr. Chief Justice Waite

Mr. Chief Justice Waite delivered the opinion of the court.

The first question certified is answered in the negative upon the authority of Marcy v. Township of Oswego (92 U. S. 637), decided in this court since the trial below.

The second question is likewise answered in the negative upon the authority of County of Scotland v. Thomas (94 id. 682), also decided here since the trial below. The power of the State Line, Oswego, and Southern Kansas Railroad Company to consolidate with other companies existed when the vote for subscription was taken in the township. When the consolidation took place there was a perfected power in the township to subscribe to the stock of that company, and there was also an existing privilege in the company to receive the subscription. That privilege, as we held in the Scotland County case, passed by the consolidation to the consolidated company.

The township trustee and the township clerk who made the subscription and issued the bonds in this case were the officially constituted authorities of the township, and when they subscribed to the stock and issued the bonds they acted in their official capacity as the legal representatives of the township, and not as mere agents. In this particular they occupied the position of the county court in the Scotland County case. They were to all intents and purposes the township in its corporate capacity. In Harshman v. Bates County (92 id. 569), the case was different. There the county court was the mere agent of a corporation, with which it had no official connection. The difference between the two cases is precisely that between a principal and an agent, and it is so expressly said in the Scotland County case. In the one case the corporation is bound if the action of the officers is within their corporate powers, while in the other the áction must be within the corporate powers delegated to the agent.

The judgment of the Circuit Court will be reversed, and the cause remanded for such further proceedings, not inconsistent with this opinion, as may appear to be necessary; and it is

So ordered.

Cases With Similar Vibessemantic neighbors from the corpus

Citator

Cited By

  • Gunnison Cnty. Comm'rs v. Rollins, 173 U.S. 255 (U.S. 1899)
    …s did not show such recital to le untrue, under the law, estops the county from saying that it is untrue. Town of Coloma v. Eaves, 92 U. S. 484; Town of Venice v. Murdock, 92 U. S. 494; Marcy v. Township of Oswego, 92 U. S. 637; Wilson v. Salamanca, 99 U. S. 499; Buchanan v. Litchfield, 102 U. S. 278; Northern Bank v. Porter Township, 110 U. S. 608.” After referring-to what was said in Town of Coloma v. Eaves and Buchanan v. Litchfield, the court thus concludes its opinion: “We think this case comes fairly…
  • Presidio Cnty. v. The Noel-Young Bond & Stock Co., 212 U.S. 58 (U.S. 1909)
    …142 U. S. 355, 364; Gunnison County Commissioners v. Rollins, 173 U. S. 255, 270; Mercer County v. Hacket, 1 Wall. 83; Cairo v. Zane, 149 U. S. 122; Town of Venice v. Murdock, 92 U. S. 494; Marcy v. Town of Oswego, 92 U. S. 637; Wilson v. Salamanca, 99 U. S. 499; Sherman County v. Simons, 109 U. S. 735, 737; Hackett v. Ottawa, 99 U. S. 86, 95; Ottawa v. National Bank, 105 U. S. 342, and authorities cited in each of the above cases.…
  • Chaffee Cnty. v. Potter, 142 U.S. 355 (U.S. 1892)
    …s did not show such recital to be dntrue, under the law, estops the county from saying that it is untrue. Town of Coloma v. Eaves, 92 U. S. 484; Town of Venice v. Murdock, 92 U. S. 494; Marcy v. Township of Oswego, 92 U. S. 637; Wilson v. Salamanca, 99 U. S. 499; Buchanan v. Litchfield, 102 U. S. 278; Northern Bank v. Porter Township, 110 U. S. 608. The rule respecting the binding force of recitals in bonds is well stated in Town of Coloma v. Eaves, as follows: “ Where legislative-authority has been given…

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