The Chancellor.
On demurrer. Bill filed March 11, 1875. On September 26, 1868, the complainant executed to “D. W. Phillips, E. J. Morris, and Thomas McGavock, Directors and Board of Education of the Thirteenth Civil District of Davidson County, Tennessee, and their successors in office,” .a bond, conditioned to make “ to the said directors, etc., or their successors in office,” a general warranty deed to certain land in said Thirteenth Civil District, upon the payment •of the purchase-money. On the same day, an obligation for the payment of the purchase-money in instalments, the last instalment falling due on January 1, 1873, was given to the complainant by D. W. Phillips, E. J. Morris, and Thomas McGavock, describing themselves thei-éin as “ Directors and Board of Education of the Thirteenth Civil District of Davidson County, Tennessee,” and adding below their signatures the words “ Directors, etc.” The bill is filed for the purpose of subjecting the land sold to the satisfaction of the unpaid purchase-money, and alleges that defendants Christopher Powers, John Leonard, and E. Richmond constitute the present directory and Board of Education of the Thirteenth Civil District. The subpoena was issued against the ■persons who were directors at the date of the sale, as well as the individuals last named. Two of these latter have joined in a demurrer, assigning as causes, that the original [557]*557vendees purchased as individuals, and bad no power to contract in their official capacity, or to bind the demurrants ; that the demurrants are not successors in office of said ven-dees, the law under which the latter held office having been repealed ; and that neither they nor the school-district are bound by the contract sought to be enforced.
The demurrer is to the whole bill; and inasmuch as the-complainant is clearly entitled to enforce his lien as vendor on the land sold, and for this purpose to have the Directors- and Board of Education of the Thirteenth Civil District now in office before the court, the demurrer is too broad, and must be overruled. I presume, however, that it is the object of both parties to have the main question raised by the demurrer determined, and as this can be done now as-well as at the hearing on the merits, I have no objection to-disposing of it. That question is, whether the new board and the funds under their control .can be held liable for the-debt created by the original contract.
The Code, which went into operation on May 1, 1858, brought forward the various laws previously in existence-touching common schools, and arranged their provisions-systematically, from section 963 to section 1046 inclusive. Under this system, the civil districts of each county constituted school-districts, and three commissioners, elected by the inhabitants of the district, were intrusted with the management and control of the schools in the district. They were, by section 1001, clothed with the powers of a. corporation, so far as to enable them “ to take and hold any property transferred to them for the use of the common schools in such district,” to sue for and receive any funds due the same, etc. By section 1002 it is provided that if judgment is rendered against them, or any one of them, the-same shall be paid out of the money due the district when the suit was commenced, if the court or justice who tried the case should certify that the commissioners defended the-suit in good faith on behalf of the district. By sections-[558]*5581012, 1013, the location and erection of school-houses are recognized as within the duties of the commissioners, and subject to their direction.
By the act of March 5, 1867, ch. 27, this system was nominally changed, but in reality substantially reenacted, except where a civil district included several school-districts, an exception which has no bearing on this case, the Thirteenth Civil District of this county consisting of only one school-district. Each school-district, under this act, elected three directors by popular vote, and these directors, where the civil and school districts were one, were authorized to discharge all the duties of the Civil District Board of Education, composed of one director from each school-board. They were intrusted with the duties which, by the Code, were conferred upon the school-commissioners, elected in the same way, and consisted of the same number. By section 9 of the act, the Civil District Board of Education were constituted a body-politic and corporate, with power to contract and be contracted with, sue and be sued, etc. “ And all conveyances of real estate which may be made to said board shall be to said board in their corporate name, and to the successors in office.” And by section 11 the board is clothed with power to build school-houses, and to “ purchase or lease sites therefor.”
This act was amended by the act of March 14, 1868, by the fifteenth section of which the board was authorized to condemn land for a site for a school-house, and to “ secure the title and pay for the site ” thus obtained.
Both of these acts were expressly repealed by the act of December, 14, 1869, ch. 33, consisting of eleven sections. And this act was amended at the same session by the act of February 15, 1870, ch. 110, reviving the Code.
On July 7, 1870, the Legislature undertook to remodel the common-school system, amending their work by another act on February 2, 1871. These are chapters 64 and 110 of the printed statutes, and were embodied in T. & S. Rev.. [559]*559of tbe Code, — tbe first in sections 962a to 1036a inclusive, and tbe latter in sections 1038a to 1044a inclusive. By another act, of March 15, 1873, cb. 25, “to establish and maintain a uniform system of public schools,” tbe Legislature again reenacted tbe substance, while changing tbe words, of previous enactments. Tbe schools are, in each of these last acts, again put under tbe control of three persons elected by the people, being called in the first “ district school-commissioners,” and in the last “district •school-directors.” Their duties and powers are substantially the same. By act of 1871, ch. 110, sec. 6, the commissioners may purchase and hold such real estate as may Be necessary for the erection of school-houses, and “ may pay for such real estate and improvements out of any money in their hands or subject to their control as such commissioners.” By section 22, chapter 25, of the act of 1873, •each school-district may take, hold, and convey property. And by section 45, the inhabitants of the school-district are incorporated, upon record made of the district in the Chancery Court, with power to purchase and hold, “ in the name ■of their respective board of directors,” such real estate and •school furniture as may be necessary for school purposes.
The organization, mode of conducting the business of •education, and the powers intrusted to the officials are fundamentally the same throughout all this seemingly varied legislation. There has been but one system all the time, in essentials . The various acts have undoubtedly been intended by the Legislature as parts of one whole, each new set of officials ¡stepping into the shoes of their predecessors and continuing their work. The property and rights of the school-districts have been the same all the time; and, in the absence of any legislative intent to the contrary, the duties and obligations ■of the district would, in like manner, remain the same.
The common-school system, whatever may have been its form, was a public institution in the nature of a municipal •or quasi-municipal corporation, created as an arm of the [560]
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The Chancellor.
On demurrer. Bill filed March 11, 1875. On September 26, 1868, the complainant executed to “D. W. Phillips, E. J. Morris, and Thomas McGavock, Directors and Board of Education of the Thirteenth Civil District of Davidson County, Tennessee, and their successors in office,” .a bond, conditioned to make “ to the said directors, etc., or their successors in office,” a general warranty deed to certain land in said Thirteenth Civil District, upon the payment •of the purchase-money. On the same day, an obligation for the payment of the purchase-money in instalments, the last instalment falling due on January 1, 1873, was given to the complainant by D. W. Phillips, E. J. Morris, and Thomas McGavock, describing themselves thei-éin as “ Directors and Board of Education of the Thirteenth Civil District of Davidson County, Tennessee,” and adding below their signatures the words “ Directors, etc.” The bill is filed for the purpose of subjecting the land sold to the satisfaction of the unpaid purchase-money, and alleges that defendants Christopher Powers, John Leonard, and E. Richmond constitute the present directory and Board of Education of the Thirteenth Civil District. The subpoena was issued against the ■persons who were directors at the date of the sale, as well as the individuals last named. Two of these latter have joined in a demurrer, assigning as causes, that the original [557]*557vendees purchased as individuals, and bad no power to contract in their official capacity, or to bind the demurrants ; that the demurrants are not successors in office of said ven-dees, the law under which the latter held office having been repealed ; and that neither they nor the school-district are bound by the contract sought to be enforced.
The demurrer is to the whole bill; and inasmuch as the-complainant is clearly entitled to enforce his lien as vendor on the land sold, and for this purpose to have the Directors- and Board of Education of the Thirteenth Civil District now in office before the court, the demurrer is too broad, and must be overruled. I presume, however, that it is the object of both parties to have the main question raised by the demurrer determined, and as this can be done now as-well as at the hearing on the merits, I have no objection to-disposing of it. That question is, whether the new board and the funds under their control .can be held liable for the-debt created by the original contract.
The Code, which went into operation on May 1, 1858, brought forward the various laws previously in existence-touching common schools, and arranged their provisions-systematically, from section 963 to section 1046 inclusive. Under this system, the civil districts of each county constituted school-districts, and three commissioners, elected by the inhabitants of the district, were intrusted with the management and control of the schools in the district. They were, by section 1001, clothed with the powers of a. corporation, so far as to enable them “ to take and hold any property transferred to them for the use of the common schools in such district,” to sue for and receive any funds due the same, etc. By section 1002 it is provided that if judgment is rendered against them, or any one of them, the-same shall be paid out of the money due the district when the suit was commenced, if the court or justice who tried the case should certify that the commissioners defended the-suit in good faith on behalf of the district. By sections-[558]*5581012, 1013, the location and erection of school-houses are recognized as within the duties of the commissioners, and subject to their direction.
By the act of March 5, 1867, ch. 27, this system was nominally changed, but in reality substantially reenacted, except where a civil district included several school-districts, an exception which has no bearing on this case, the Thirteenth Civil District of this county consisting of only one school-district. Each school-district, under this act, elected three directors by popular vote, and these directors, where the civil and school districts were one, were authorized to discharge all the duties of the Civil District Board of Education, composed of one director from each school-board. They were intrusted with the duties which, by the Code, were conferred upon the school-commissioners, elected in the same way, and consisted of the same number. By section 9 of the act, the Civil District Board of Education were constituted a body-politic and corporate, with power to contract and be contracted with, sue and be sued, etc. “ And all conveyances of real estate which may be made to said board shall be to said board in their corporate name, and to the successors in office.” And by section 11 the board is clothed with power to build school-houses, and to “ purchase or lease sites therefor.”
This act was amended by the act of March 14, 1868, by the fifteenth section of which the board was authorized to condemn land for a site for a school-house, and to “ secure the title and pay for the site ” thus obtained.
Both of these acts were expressly repealed by the act of December, 14, 1869, ch. 33, consisting of eleven sections. And this act was amended at the same session by the act of February 15, 1870, ch. 110, reviving the Code.
On July 7, 1870, the Legislature undertook to remodel the common-school system, amending their work by another act on February 2, 1871. These are chapters 64 and 110 of the printed statutes, and were embodied in T. & S. Rev.. [559]*559of tbe Code, — tbe first in sections 962a to 1036a inclusive, and tbe latter in sections 1038a to 1044a inclusive. By another act, of March 15, 1873, cb. 25, “to establish and maintain a uniform system of public schools,” tbe Legislature again reenacted tbe substance, while changing tbe words, of previous enactments. Tbe schools are, in each of these last acts, again put under tbe control of three persons elected by the people, being called in the first “ district school-commissioners,” and in the last “district •school-directors.” Their duties and powers are substantially the same. By act of 1871, ch. 110, sec. 6, the commissioners may purchase and hold such real estate as may Be necessary for the erection of school-houses, and “ may pay for such real estate and improvements out of any money in their hands or subject to their control as such commissioners.” By section 22, chapter 25, of the act of 1873, •each school-district may take, hold, and convey property. And by section 45, the inhabitants of the school-district are incorporated, upon record made of the district in the Chancery Court, with power to purchase and hold, “ in the name ■of their respective board of directors,” such real estate and •school furniture as may be necessary for school purposes.
The organization, mode of conducting the business of •education, and the powers intrusted to the officials are fundamentally the same throughout all this seemingly varied legislation. There has been but one system all the time, in essentials . The various acts have undoubtedly been intended by the Legislature as parts of one whole, each new set of officials ¡stepping into the shoes of their predecessors and continuing their work. The property and rights of the school-districts have been the same all the time; and, in the absence of any legislative intent to the contrary, the duties and obligations ■of the district would, in like manner, remain the same.
The common-school system, whatever may have been its form, was a public institution in the nature of a municipal •or quasi-municipal corporation, created as an arm of the [560]*560government, for a specific purpose, and subject to the will1 of the Legislature. In reference to municipal corporations,, the rule from the earliest time has been that a change of' name or function would not affect obligations or franchises. Luttrel's Case, 4 Co. 87 b; Haddock’s Case, Raym. 439 ; s. c., Vent. 355. Entirely new charters, upon a total cessation for years of user under an old charter, have been held to-have no greater effect. Colchester v. Seaber, 3 Burr. 1866. “ Many corporations,” says Lord Mansfield, “for want of' legal magistrates, have lost their activity, and obtained new charters. And yet it has never been disputed but that the new charters revive and give activity to the old corporation. Where the question has arisen upon any remarkable metamorphosis, it has always been determined ‘ that they remain the same as to debts and rights.’ ” A change in the form of' government, it is a principle of international law, does-not annul preexisting rights. So, the change in the form of government of a municipal corporation, as by erecting a. borough into a city, does not even affect existing borough ordinances. Trustees of Erie Academy v. City of Erie, 31 Pa. St. 515. Our own statute-books are full of instances^ where new charters have been granted to municipal corporations, with a change of name, as where, within recent memory, the corporation ,of t te Mayor and Aldermen of' Nashville was rechartered as the Mayor and City Council of Nashville, without any person supposing that former obligations were in the least interfered with. The subject has, within the last two years, been carefully considered, where-large amounts were involved, by Judge Woods in Milner v. Pensacola, 2 Woods, 638, and by the Supreme Court of the-United States in Broughton v. The conclusion of the latter cc tice Field with his usual felicity, can admit of no doubt. “When,” he says, “ a new form is given to an old municipal corporation, or such a corporation is reorganized under a new charter, taking in its new organization the place of Pensacola, 93 U. S. 266. mrt, expressed by Mr. Jus-[561]*561the old one, embracing substantially the same corporators and the same territory, it will be presumed that the Legislature intended a continued existence of the same corporation, although different powei's are possessed under the new charter, and different officers administer its affairs ; and, in the absence of express provision for their payment otherwise, it will also be presumed in such case that the Legislature intended that the liabilities, as well as the rights of property, of the corporation in its old form should accompany the corporation in its reorganization.”
There is not the slightest indication in any of the acts of the Legislature touching the common-school system that preexisting rights should not continue as before, the new officers taking possession of the property held by their predecessors, and, of course, subject to the liabilities incurred for such property. “ Debts and rights” remain as before» Only the clearest declaration of legislative intent to the contrary would change a rule so consonant with common sense and common honesty.
The demurrer must be overruled.