Green County v. Quinlan, 211 U.S. 582 (1909)

Green County v. Quinlan

No. 351

Argued December 17, 18, 1908
Decided January 4, 1909
211 U.S. 582

CERTIORARI TO THE UNITED STATES CIRCUIT

COURT OF APPEALS FOR THE SIXTH CIRCUIT

Syllabus

Findings of fact made by the Circuit Court which were not objected to and which accompanied the questions certified by the circuit court of appeals held in this case to be sufficient to justify entering judgment thereon after this Court had responded to the questions certified.

The issuing of bonds in payment of a subscription to railroad stock by an officer charged with the duty of ascertaining whether conditions precedent had been fulfilled raises a presumption of their fulfillment and of the proper issuing of the bonds upon which a lawful holder of the bonds is entitled to rely until it is overcome by evidence to the contrary. In this case, nothing in the findings overcomes such presumption.

In construing written instruments, the entire instrument will be considered, and not single words or phrases, and the intent reached even if technical meanings be disregarded, and so "on condition" interpreted as meaning a covenant or agreement.

Although county bonds may have been authorized "upon condition" that the railroad company assisted expend the proceeds as specified, if the condition is in fact merely a covenant or agreement, as in this case, the subsequent failure of the corporation to perform cannot be pleaded by the county against a bona fide holder for value.

In the absence of clearest proof, coupon bonds intended for the market will not be presumed to have been issued under such conditions as would destroy their salability.

157 F. 33 affirmed.

The facts are stated in the opinion.