Smith v. State

56 So. 179, 99 Miss. 859
CourtMississippi Supreme Court
DecidedMarch 15, 1911
StatusPublished
Cited by6 cases

This text of 56 So. 179 (Smith v. State) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Smith v. State, 56 So. 179, 99 Miss. 859 (Mich. 1911).

Opinion

Smith, J.,

delivered the opinion of the court.

. The validity of the bonds here under consideration is-not challenged, their validity being conceded by all parties. The contention is that the bondholders are not entitled to the interest on the bonds which had accrued at the time of their purchase. Two questions are submitted to us for decision: (1) Is a district attorney authorized to institute this suit? (2) What is the meaning of the word “par,” as used in the “act authorizing the issuance of the bonds for the purpose of defraying the expenses of the government of. the state of Mississippi, ’ ’ approved April 14, 1910? Should the first question be answered in the negative, it would be our duty to reverse the judgment of the court below, and to decline to answer the second question, for the reason we would then be without jurisdiction so to do. We are not in accord as to what the answer to this question should be, and since, even should we answer it in the affirmative, our response to the second would necessarily result in a reversal of the judgment of the court below, we have determined to pretermit any discussion of, and to express no opinion upon, the first question.

The word “par” is taken from the Latin, without change of form, and means “equal,” “equality.” In commercial and financial parlance, it is used to denote ‘ ‘ a state of equality or equal value; an equality of actual with nominal value.” It is universally held, so far as the research of counsel, supplemented by our own, has enabled us to ascertain, that the equal, or par, or par value of an interest-bearing bond, on the date of its issuance, is a value equal to the principal thereof; on any day subsequent to its issuance, it is a value equal to the principal plus accrued interest, or, to be more accurate, plus the then value of the accrued interest. The nominal value of such a bond necessarily increases with each passing day by the amount of the accrued interest, which, on its face, it promises to pay.

[873]*873In State of Illinois v. Delafield, 8 Paige (N. Y.), 527; Delafield v. State of Illinois, 26 Wend. (N. Y.) 192, and Id., 2 Hill (N. Y.) 159, it was held “that, where the legislature of a state authorized its officers to borrow moneys for the nse of the state and to sell its bonds for that purpose, but not for less than their par value, a sale of bonds which were to draw interest from the time of sale, but which were to be paid for in future installments only and without interest, was a sale of such bonds for less than their par value, and that they were not binding upon the state, because its agents had exceeded their authority.” When the matter was before the chancellor, he said: “If the officers could issue bonds which would draw interest immediately, and still be allowed to give the purchaser of such bonds the use of the money loaned for ten months, without interest, they could with the same propriety, so far as the statutory prohibition was concerned, have sold the bonds upon a contract that they should be delivered and draw interest immediately and that the purchaser might advance the nominal amount of the bonds in installments of from one to five years, as the same might be wanted by the complainant to carry on her public works. . . . The very idea of a sale of a bond, or draft, or other security for the payment of money, at par, is that it is to be sold dollar for dollar of the amount due and payable thereon. . . . Such is the popular or generally received meaning of the terms ‘par’ or ‘par value,’ and this was unquestionably the sense in which these terms were used by the legislature of Hlinois, in the statute under which the officers of the state were authorized to issue these bonds. ’ ’ When the case reached the court of errors, Judge Bronson said that “if par value does not mean in this case a dollar in money for every dollar of security, the wit of man cannot tell us what it does mean.” Senator Yerplank, referring to the same subject, said: “If the payment be now made to the state in New York funds, the ‘par’ value [874]*874would, in the common language of the stock market, as well as the natural interpretation of the phrase, independent of usage, be the amount due on the face of the certificate. But the actual sale is made on terms which on the three hundred thousand dollars sale gave the appellant an advantage of one hundred and three days ’ interest, and on the two hundred and eighty-three thousand dollars sale of above ten months. I cannot, upon any understanding of the words, consider this a sale at par value, any more than if there had been an undisguised discount at the same rate.” Village of Ft. Edwards v. Fish, 156 N. Y. 363, 50 N. E. 973, The only difference between that case .and the one at bar is that there the bonds were sold, but not paid for until several months’ interest had accrued thereon, while here several months’ interest had accrued on the bonds at. the time they were purchased. The principle governing the two cases must therefore be the same. In Village of Ft. Edwards v. Fish, supra, it was held that “when village water bonds draw interest from their date, and are deposed of by by the commissioners after their date, with accrued interest attached, their face or par value, within the meaning of the statute, is the. sum of the principal and the accrued interest.” To the same effect, see Duvall v. Knight, 42 Fla. 366, 29 South. 408; Hogg’s Appeal, 22 Pa. 479, and Bank v. Greenburgh, 173 N. Y. 215, 65 N. E. 978.

The only other case dealing with the par value of interest-bearing bonds, which has come under our observation, is the case of Evans v. Tillman, 38 S. C. 238, 17 S. E. 49. This case is not in point here, for the reason that the court pretermitted any discussion of the meaning of the words “par value,” as used in the financial and commercial world, and rested its decision upon a ground peculiar to the statute under consideration by it, and which has no bearing on the case at bar. In Smith v. Elder, 7 Smedes & M. 507, it was held that the word “par” means [875]*875“without discount or premium.’’ If the móney received for these bonds had been less than the principal thereof, they would, of course, have been sold at a discount, or less than par. This would have been true, even if the full amount of the principal had been paid, and a part thereof afterwards returned to the purchasers. If these coupons are to be- collected in full, that is just what will occur here; for in that event the state will pay to the purchasers a sum of money not earned as interest, and which could only represent a refund on the price paid for the bonds. In Hunt v. Fawcett, 8 Wash. 396, 36 Pac. 318, the court held that “to sell the bonds at their face value, and at the same time pay a large commission to the purchaser, is not to sell at par.” The cases of Dexter v. Phillips, 121 Mass. 178, 23 Am. Rep. 261; State National Bank v. Board of Commissioners, 121 La. 269, 46 South. 307; Yesler v. City of Seattle, 1 Wash. 309, 25 Pac. 1014; Commonwealth v. Lehigh Ave. R. R. Co., 129 Pa. 417, 18 Atl. 414, 498, 5 L. R. A. 367 and Newark v. Benjamin Elliott et al., 5 Ohio St. 113, cited and relied upon in the court below, are not in point.

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Bluebook (online)
56 So. 179, 99 Miss. 859, Counsel Stack Legal Research, https://law.counselstack.com/opinion/smith-v-state-miss-1911.