Respondents, County Commissioners, Tax Assessor and Clerk of the Circuit Court of Brevard County, have made return to the alternative writ of mandamus issued herein setting up certain defensive grounds to justify their refusal to revise their budget and perform the acts necessary to have a tax levied for the payment of the principal and interest of certain bonds issued under the name and seal of the Board of County Commissioners of Brevard County on behalf of Special Road and Bridge District No. 3 of said county. Relator has demurred to the return. Such demurrer is now before this Court for a ruling thereon.
The bonds in question alleged to be held by relator, are negotiable instruments under the laws of Florida, and are presumed to be in the hands of relator as a holder thereof in due course. Section 6818, C. G. L., 4732 R. G. S. No allegation contained in the return avers anything to the contrary.
Each of the bonds sued on contains a recital to the effect that said bonds were duly issued pursuant to and in full compliance with Chapter 6208, Acts of 1911, Laws of Florida, by Special Road and Bridge District No. 3 in Brevard County for the purpose of raising funds to complete certain roads in said special road and bridge district. Each bond likewise recites and certifies that all acts, conditions and things required by the laws of Florida, and by Chapter 6208, Acts of 1911, as amended, existed, happened and were performed in due time, form and manner as required by law; that the bonds had been validated by judicial proceedings as provided for by law and that the bonds had been authorized pursuant to a favorable vote of more than a majority of the qualified voters of the issuing district voting at an election duly called and held as required by law for that purpose. All these recitals were made pursuant to resolutions adopted by the Board of County Commissioners of Brevard County, are attested by the signature of the chairman of the board of county commissioners, and the official county seal is shown to have been thereto attached in evidence of the authenticity of the bonds issued.
It is not alleged nor contended by the respondent that,at the time the bonds were issued and put into circulation as negotiable instruments, that the legislative Act under which the issues of the bonds here involved were floated, was or is unconstitutional or otherwise invalid. That proposition being true this case falls within what was said in the late
case of Crawford v. State, ex rel. A. M. Klemm Son, 110 Fla. 301,149 Sou. Rep. 340, recently decided by this Court, wherein this court held that where statutory power to issue bonds of the character issued, existed, that bona fide holders were entitled to rely on recitals contained in the bonds to the effect that antecedent steps had been duly taken, and compliance with legal requirements had so as to make the bonds enforceable against the issuing authority which would be estopped by the recitals from setting up any defense inconsistent with the recitals the bonds contained when issued.
The doctrine of legal estoppel by recitals in negotiable public securities is that where certain officers have authority to issue bonds on the performance of certain conditions named in a valid statute, and the power is vested in them to determine whether the conditions have been complied with, and they do so determine and recite, their decision that the conditions have been complied with is final and conclusive on the issuing authority, although it may be true in point of fact that the conditions have not been complied with. Knox County v. Aspinwall, 21 Howard (U.S.) 539, 16 L.Ed. 208; Bronson on Recitals, page 41; Board of Commrs. of Gunnison County, Colorado, v. E. H. Rollins Sons, 173 U.S. 255, 19 Sup. Ct. Rep. 390, 43 L.Ed. 689; Waite v. City of Santa Cruz,184 U.S. 302, 22 Sup. Ct. Rep. 327, 46 L.Ed. 552; City of Evansville v. Dennett, 161 U.S. 434, 16 Sup. Ct. Rep. 613, 40 L.Ed. 760. Trifling errors in recitals, if they exist, have no effect on the validity of bonds if lawful authority to issue such bonds had been conferred on the issuing authority although it was incorrectly recited or described. Atchison Board of Education v. De Kay, 148 U.S. 591, 13 Sup. Ct. Rep. 706, 37 L.Ed. 573; Anderson County Commrs. v. Beal, 113 U.S. 227, 5 Sup. Ct. Rep. 433, 28 L.Ed. 966; Johnson County v. January,94 U.S. 202, 24 L.Ed. 110; Knox County v. Ninth National Bank,147 U.S. 91, 13 Sup. Ct. Rep. 267, 37 L.Ed. 93. See also: County of Jefferson v. B. C. Lewis Sons, 20 Fla. 980.
Behind a recital of acts and proceedings inmorting validity of negotiable county, district or municipal bonds, a bona fide
holder for value is not bound to look, except for legislative authority. Commrs. of Douglas County v. Bolles, 94 U.S. 104,24 L.Ed. 46; Chaffee County Commrs. v. Potter, 142 U.S. 355,12 Sup Ct. Rep. 216, 35 L.Ed. 1040. And so it is that the corporate existence of the issuing authority cannot be attacked if at the time of the issuance of the securities, it had a defacto existence and acted as an authorized legal entity, whether it actually was or not. Shapleigh v. City of San Angelo, 167 U.S. 646, 17 Sup. Ct. Rep. 957, 42 L.Ed. 310; Comanche County v. Lewis, 133 U.S. 198, 10 Sup. Ct. Rep. 286,33 L.Ed. 604; Andes v. Ely, 158 U.S. 312, 15 Sup. Ct. Rep. 996; Speer v. Board of County Commrs. of Kearney County (Kan), 88 Fed. (C.C.A.) 749; Ashley v.
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Respondents, County Commissioners, Tax Assessor and Clerk of the Circuit Court of Brevard County, have made return to the alternative writ of mandamus issued herein setting up certain defensive grounds to justify their refusal to revise their budget and perform the acts necessary to have a tax levied for the payment of the principal and interest of certain bonds issued under the name and seal of the Board of County Commissioners of Brevard County on behalf of Special Road and Bridge District No. 3 of said county. Relator has demurred to the return. Such demurrer is now before this Court for a ruling thereon.
The bonds in question alleged to be held by relator, are negotiable instruments under the laws of Florida, and are presumed to be in the hands of relator as a holder thereof in due course. Section 6818, C. G. L., 4732 R. G. S. No allegation contained in the return avers anything to the contrary.
Each of the bonds sued on contains a recital to the effect that said bonds were duly issued pursuant to and in full compliance with Chapter 6208, Acts of 1911, Laws of Florida, by Special Road and Bridge District No. 3 in Brevard County for the purpose of raising funds to complete certain roads in said special road and bridge district. Each bond likewise recites and certifies that all acts, conditions and things required by the laws of Florida, and by Chapter 6208, Acts of 1911, as amended, existed, happened and were performed in due time, form and manner as required by law; that the bonds had been validated by judicial proceedings as provided for by law and that the bonds had been authorized pursuant to a favorable vote of more than a majority of the qualified voters of the issuing district voting at an election duly called and held as required by law for that purpose. All these recitals were made pursuant to resolutions adopted by the Board of County Commissioners of Brevard County, are attested by the signature of the chairman of the board of county commissioners, and the official county seal is shown to have been thereto attached in evidence of the authenticity of the bonds issued.
It is not alleged nor contended by the respondent that,at the time the bonds were issued and put into circulation as negotiable instruments, that the legislative Act under which the issues of the bonds here involved were floated, was or is unconstitutional or otherwise invalid. That proposition being true this case falls within what was said in the late
case of Crawford v. State, ex rel. A. M. Klemm Son, 110 Fla. 301,149 Sou. Rep. 340, recently decided by this Court, wherein this court held that where statutory power to issue bonds of the character issued, existed, that bona fide holders were entitled to rely on recitals contained in the bonds to the effect that antecedent steps had been duly taken, and compliance with legal requirements had so as to make the bonds enforceable against the issuing authority which would be estopped by the recitals from setting up any defense inconsistent with the recitals the bonds contained when issued.
The doctrine of legal estoppel by recitals in negotiable public securities is that where certain officers have authority to issue bonds on the performance of certain conditions named in a valid statute, and the power is vested in them to determine whether the conditions have been complied with, and they do so determine and recite, their decision that the conditions have been complied with is final and conclusive on the issuing authority, although it may be true in point of fact that the conditions have not been complied with. Knox County v. Aspinwall, 21 Howard (U.S.) 539, 16 L.Ed. 208; Bronson on Recitals, page 41; Board of Commrs. of Gunnison County, Colorado, v. E. H. Rollins Sons, 173 U.S. 255, 19 Sup. Ct. Rep. 390, 43 L.Ed. 689; Waite v. City of Santa Cruz,184 U.S. 302, 22 Sup. Ct. Rep. 327, 46 L.Ed. 552; City of Evansville v. Dennett, 161 U.S. 434, 16 Sup. Ct. Rep. 613, 40 L.Ed. 760. Trifling errors in recitals, if they exist, have no effect on the validity of bonds if lawful authority to issue such bonds had been conferred on the issuing authority although it was incorrectly recited or described. Atchison Board of Education v. De Kay, 148 U.S. 591, 13 Sup. Ct. Rep. 706, 37 L.Ed. 573; Anderson County Commrs. v. Beal, 113 U.S. 227, 5 Sup. Ct. Rep. 433, 28 L.Ed. 966; Johnson County v. January,94 U.S. 202, 24 L.Ed. 110; Knox County v. Ninth National Bank,147 U.S. 91, 13 Sup. Ct. Rep. 267, 37 L.Ed. 93. See also: County of Jefferson v. B. C. Lewis Sons, 20 Fla. 980.
Behind a recital of acts and proceedings inmorting validity of negotiable county, district or municipal bonds, a bona fide
holder for value is not bound to look, except for legislative authority. Commrs. of Douglas County v. Bolles, 94 U.S. 104,24 L.Ed. 46; Chaffee County Commrs. v. Potter, 142 U.S. 355,12 Sup Ct. Rep. 216, 35 L.Ed. 1040. And so it is that the corporate existence of the issuing authority cannot be attacked if at the time of the issuance of the securities, it had a defacto existence and acted as an authorized legal entity, whether it actually was or not. Shapleigh v. City of San Angelo, 167 U.S. 646, 17 Sup. Ct. Rep. 957, 42 L.Ed. 310; Comanche County v. Lewis, 133 U.S. 198, 10 Sup. Ct. Rep. 286,33 L.Ed. 604; Andes v. Ely, 158 U.S. 312, 15 Sup. Ct. Rep. 996; Speer v. Board of County Commrs. of Kearney County (Kan), 88 Fed. (C.C.A.) 749; Ashley v. Board of Supervisors of Presque Isle County, 60 Fed. (C.C.A.) 55; Gelpcke v. Dubuque, 1 Wall (U.S.) 175, 17 L.Ed. 566.
The bonds when issued are not shown to have been void because issued for an exclusively State purpose such as the alleged building of an exclusively State highway. The point has been settled against respondents by Lewis v. Leon County, 91 Fla. 118,107 Sou. Rep. 146.
The return is entirely in confession of the issuance of the bonds in the form alleged in the alternative writ, and the attempted avoidance of the legal effect of the recitals contained in such bonds being found insufficient as a matter of law, the return must be held bad and the relator's demurrer
thereto sustained, and it is so ordered. State, ex rel. Knott v. Haskell, 72 Fla. 224, 72 Sou. Rep. 651.
Demurrer to respondents' return sustained with leave to file amended or further return within fifteen days.
DAVIS, C. J., and WHITFIELD, ELLIS, TERRELL and BUFORD, J. J., concur.
BROWN, J., not participating.
Opinion Filed June 20, 1934.