tiable bonds, is not in violation of the constitution of that state, or of the United States, and is retroactive in its operation, applying to contracts made by the corporation before its passage, even though before its passage suit may have been brought on such contracts. Where a legal impediment to the enforcement of a contract exists, the legislature is not precluded from removing such impediment and validating the contract. Although the obligation of contracts, is impaired by such legislation as lessens the efficacy of the remedy which the law in force at the time they were made provided for enforcing them,' it is not impaired by legislation which furthers their enforcement, and accords with principles of equity and good morals.* The general doctrine of the supreme court of the United States is, that in modes of proceeding and forms to enforce a contract, the legislature has the control, and may enlarge, limit, or alter them, provided it does not deny a remedy, or so embarrass it with conditions or restrictions, as seriously to impair the value of the right.

$915. Effect of a municipal corporation's acquiescence in the irregular or illegal issuing of its bonds.-A municipal corporation cannot retrospectively confer a power which it could not have prospectively granted; hence it cannot ratify and confirm an act of its officers or agents which originally it could not have given them the power to perform; and no length of acquiescence will estop the corporation in a proper action from urging as a defense that the act was an authorized one. But where it has the power to do an act upon certain precedent conditions or under certain restrictions, and the act is illegally

Town of Danville v. Pace, 25 Gratt., 1.

Cooley Const. Lim., 378; Curtis v. Leavitt, 15 N. Y., 9; S. C., 17 Barb., 300: Syracuse Bank v. Davis, 16 Barb., 188; Lewis v. Mellvain, 16 Ohio, 347; Trustees v. McCaughy, 2 Ohio N. S., 155; Johnson v. Bentley, 16 Ohio, 97; Parmelce v. Lawrence, 48 Ill., 331; Goshen v. Stonington, 4 Conn., 209; Woodruff v. Scruggs, 27 Ark., 26; Andrews v. Russell, 7 Black, 474; Baugher v. Nelson, 9 Gill., 299.

Louisiana v. New Orleans, 103 U. S., 203.

4 Cooley on Const. Lim., 374; Lewis v. Mellvain, 16 Ohio, 347.

5 Penniman's Case, 103 U. S., 714; Bronson v. Kinzie, 1 How., 311; Von Hoffman v. City of Quincy, 4 Wall., 535; Tennessee v. Sneed, 96 U. S., 69.

6 Weisner v. Village of Douglass, 4 Hun (N. Y.), 202; affirmed by the Court of Appeals in Feb'y, 1876; Marshall County v. Cook, 38 Ill., 44; Dively v. Cedar Falls, 21 Iowa, 565; Treadway v. Schnauber, 1 Dak. Ter., 236.

or irregularly performed by its officers or agents, the corporation can expressly ratify and confirm the act, or by acquiescence therein and the acceptance of its results be estopped from insisting upon the defect. In such case the rule is stated to be that where the officers of the corporation openly exercise powers affecting the interests of third parties, which presupposes a delegated authority for the purpose, and other corporate acts subsequently performed, show that the corporation must have contemplated the legal existence of such authority, the acts of such officers will be deemed rightful, and the delegated authority will be presumed.' So if the citizens of a municipal corporation fail to interfere to enjoin an issue of corporate securities irregularly or illegally about to be made, they cannot thereafter question their validity as against bona fide holders of the bonds; so, too, they will be estopped by submitting to taxation to pay the bonds, or by submitting to part payment by corporate officers of principal or interest upon the bond; or by receiving and keeping the proceeds or benefits of the bonds."

In a late case, where the question mainly was as to an estoppel by a popular vote of a county in Illinois, where it had been decided that the legislature could not compel, a municipal corporation to incur a debt without the consent of the corporate authorities, the supreme court of the United States. say: "When, therefore, the people were called on to vote whether the old bonds should be funded, the facts they had to

1 Supervisors, &c., v. Schenck, 5 Wall., 772; and see Barrett v. County Court, 44 Mo., 201; Sternes v. Franklin County, 48 id., 187; Hannibal, &c., R. R. Co. v. Marion Co., 36 id., 294; County of Randolph v. Post. 93 U. S., 502; Leavenworth, &c., R. R. Co. v. Comm'rs of Douglass County, 18 Kans., 170.

2 Supervisors v. Schenck, 5 Wall., 772.

3 State v. Van Horne, 7 Ohio St., 331; Shoemaker v. Goshen Township, 14 Ohio St., 587.

* Supervisors v. Schenck, 5 Wall., 772; and see Mercer County v. Hubbard, 45 Ill., 142; Keithsburgh v. Frick, 34 Ill., 405; Shoemaker v. Goshen Township, 14 Ohio St., 587; Hannibal, &c., R. R. Co. v. Marion County, 36 Mo., 295 County of Ray v. Vansycle, 96 U. S., 687; McKee v. Vernon Co., 3 Dill. C. C., 210.

5 Supervisors v. Schenck, 5 Wall., 772; and see Pendleton County v. Amy, 13 Wall., 305; State v. Trustees of Union Township, 8 Ohio St., 403; Barrett v. County Court, 44 Mo., 199; Comm'rs v. January, 94 U. S., 206; Rogers v. Burlington, 3 Wall., 667; Meyer v. Muscatine, 1 Wall., 392.

consider were these: A valid law authorizing the subscription and an issue of the bonds had been passed. The people, at an election which had been irregularly called, had voted to make the subscription, and issued bonds bearing ten per cent. interest, and all payable within six years. An act had been. passed to legalize the election, and under it the subscription which had been voted was made, and bonds such as were contemplated had been issued and were then outstanding in the hands of various parties. Whether these bonds were valid was, so far as any direct decisions were concerned, an open question, and certainly not free from doubt. Under these circumstances the question was directly put to the people of the county, in a manner authorized by law, whether they would recognize these bonds as binding and subsisting legal obligations, and issue in lieu of them other bonds having twenty years to run and bearing seven per cent. interest instead of ten; and they by their vote said they would. There is no complaint of any illegality in this election, or of fraud or imposition. So far as the record shows, the proposition to fund went from the county authorities to the bondholders, and not from the bondholders to the county. The facts were as well known to the one party as to the other. If the people intended to rely on their defenses to the old bonds, then was the time for them to speak, and by their vote say they would not recognize them as binding obligations. By voting the other way, they, in effect, accepted them as legal and subsisting for the purposes of the proposed extension of time at reduced interest, and said to the holders, if their proposition was accepted, no question of illegality would be raised. Their offer having been accepted, they are now estopped from insisting upon an irregularity which they have by their votes voluntarily waived, with a full knowledge of the facts".

"As

was very properly said below by the learned circuit judge,' there must be an end of these contests and defenses some time or other.' There must be a time when the people in their political capacity are concluded by their contracts as much as individuals, and we think that where the people of a county, at an election held according to law, authorize their corporate or political representatives to treat certain outstanding county obligations as 'properly authorized by law,' for the purpose of negotiating a settlement with the holders, and the settlement

which was contemplated has been made, all contests as to the validity of the obligations must be considered as ended.'

§ 916. Fraud.-Fraud in an election authorizing the issue of county bonds in aid of a proposed railroad must be set up in apt time, before rights have accrued to third parties." But a municipal corporation, on proceedings to compel them to subscribe to the capital stock of a railroad, because of a majority vote of the electors within the corporation was favorable to the subscription, have a right to allege and show that the election was not fairly conducted, but was influenced by bribery and corruption on the part of the railroad company and its employees.

Where an election is made a condition precedent to the right of a county to issue bonds, and no election is held, the bonds issued are void. And bonds so issued, or issued subsequent to an election called by the wrong authority, or without the performance of any other conditions precedent, have been held absolutely void in whosesoever hands, and incapable of being validated by the levy of taxes, and the payment of interest on the bonds. And in a proceeding to compel a county to issue its bonds in payment of a subscription to the stock of a railroad company, it has been held that a showing that the county court, at a time subsequent to the adoption of the Illincis Constitution of 1870, entered an order reciting that the election held therefor had been duly held in pursuance of law, and directing the subscription to be made, did not preclude the county from denying that the election was properly held, or relieve the relator from the burden of showing that it was so held."

In the absence of any prohibition to that effect in the act authorizing the subscription, an affirmative vote of the electors of a county, upon the question of making a county subscription

1 County of Jasper v. Ballou, 103 U. S., 745, per WAITE, Ch. J. Butler v. Dunham, 27 Ill., 474; Prettyman v. Supervisors, 19 Ill., 406; Sternes v. Franklin County, 48 Mo., 176.

3 People v. San Francisco, 27 Cal., C55.

4 Sternes v. Franklin County, 48 Mo., 1.7.

5 Marshall County v. Cook, 33 Ill., 44; Middleport v. Etna Life Ins. Co., 82 Ill., 562; Eagle v. Kohn, 84 Ill., 292, and see Wallace v. Mayor, &c., 29 Cal., 188; 1 Dillon on Mun. Corp., 229, § 108.

People v. Jackson, 92 Ill., 441.

to stock of a railroad company, is not unlawful, because of a former negative vote by the electors upon the same question.'

$917. When legislative authority for the issue of municipal bonds will be implied.-In the exercise of those powers which are not governmental or political in their nature, but merely relate to the management or improvement of property, the authorities of a municipal corporation are impliedly authorized, within the limits of its corporate power, to bind the city by their acts, by the same rules which govern the responsibility of the directors of a private corporation. And whenever a power is granted by the legislature, implied authority to do all that is necessary to carry out the power conferred, goes with it. Thus, if the municipal corporation be empowered to purchase real estate or to erect and repair public buildings and wharves, or to establish and maintain public parks and markets, it has implied authority to contract debts to effect the necessary purchases, and to procure the necessary services, and to issue its negotiable bonds for the payment of the same." But anthority to raise funds for these purposes either by the issue and sale of its negotiable bonds or otherwise will not be implied. Authority to a city to subscribe to stock in a railway company "as fully as an individual" implies power to subscribe to the stock on credit, and issue its negotiable bonds in payment. So, authority to it "to borrow money for any object in its discretion," empowers it to subscribe to railroad stock, and to borrow money upon its negotiable bonds to pay for it." And

1 Calhoun County Supervisors v. Galbraith, 99 U. S., 214.

2 Cincinnati v. Cameron, 33 Ohio St., 336; see De Voss v. Richmond, 18 Gratt., 338; Woodalay v. East Ind. Co., 1 Brown, C. C., 469; Touchard v. Touchard, 5 Cal., 307; Galena v. Corwith, 48 Ill., 424.

3 Lynde v. County, 16 Wall., 12; Ketchum v. Buffalo, 14 N. Y., 356; Railroad Co. v. Evansville, 15 Ind., 395; Commonwealth v. Pittsburgh, 88 Penn. St., 66; Same v. Same, 34 Peun. St., 496; Middleton v. Alleghany Co., 37 Penn. St., 241; Reinbath v. Pittsburgh, 41 Penn. St., 278; Galena v. Corwith, 48 Ill., 423; Mills v. Gleason, 11 Wis., 470; Bank v. Chilicothe, 7 Ohio, Part II., 31; State v. Madison, 7 Wis., 688; State v. Columbia, 12 S. C., 370; Williamsport v. Commonwealth, 84 Penn. St., 500; Davies v. The Mayor, etc., 83 N. Y., 207.

4 Gause v. Clarksville, 5 Dill., C. C., 165; Ketchum v. Buffalo, 14 N. Y., 356, 366.

Seybert v. Pittsburgh, 1 Wall., 372; Commonwealth v. Pittsburgh, 41 Penn. St., 278.

Meyer v. Muscatine, 1 Wall., 387; and see Rogers v. Burlington, 3 Wall., 654; De Voss v. Richmond, 18 Gratt., 338; Railroad Co. v. Evans