# Woodruff v. Mississippi/Dissent Peckham

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* Opinion of the Court
* Dissenting Opinion Peckham
United States Supreme Court
162 U.S. 291
Woodruff v. Mississippi
Mr. Justice PECKHAM dissenting.
I find mysef unable to concur in the opinion of the court herein as to our power to review the judgment of t e state court, and I must, therefore, dissent from the conclusion arrived at in this case.
The legislature of Mississippi gave certain authority to the levee commissioners to borrow money and to issue bonds therefor. They issued bonds by virtue, and solely by virtue, of that act. They so worded the bonds as to render it a matter of controversy whether the principal was, on the face of the bonds, payable only in gold coin or in any lawful money of the United States. The state court held that the legislature did not, in the statute passed by it, authorize the levee commissioners to issue bonds payable in gold coin, and that these bonds were so payable, and were therefore void, as unauthorized by the legislative enactment. This seems to me a matter of local law only, and I cannot see that its decision involves any federal question. This court has held that parties may contract for the payment of an obligation in gold or in any other money or commodity, and it must then be paid in the medium contracted for. Bronson v. Rodes, 7 Wall. 229; Trebilcock v. Wilson, 12 Wall. 686. This right applies to a state or municipality as well as to an individual.
If the legislature had in terms provided that the bonds should only be issued payable in legal tenders, there could, as it seems to me, be no pretense that such a provision would be illegal, or involve a violation of any federal right.
The corporation was the creature of the state and had only such functions as the state chose to confer on it. Although it be true that the state is absolutely without power to control the right of individuals to contract for such lawful money of the United States as may seem to them best, certainly no such want of authority obtained with reference to the right of a state in granting a charter to a corporation to affix such restrictions as it deemed best. As the individual could exercise his right to contract for any lawful money of the United States free from state control, so the state had the like freedom of action in making her own contracts. It follows that, in delegating to one of its creatures the power to contract, the state could limit that power to such kind of lawful money as was considered wise. The exercise by the state of this unquestioned authority in creating her own corporation deprived no one of an existing right and interfered with no federal authority. The mere decision of the state court that the corporation had misused or exceeded its powers under its charter was a purely state question. Had the state court given force to any subsequent law, which it was claimed impaired the obligations of the contract, a different view would control. But as it did not, as it solely held that the corporation had exceeded its authority under the state law, I am at a loss to see the slightest federal question.
The Mississippi court construed the bonds as obligations payable in gold coin, and it also held that the levee commissioners were not authorized to issue bonds so payable. Whether the meaning of the contract was arrived at from the plain language of the bonds, or was an inference or implication to be drawn from all the language used therein, the decision was, in either case, nothing but the decision of a question of contract in regard to which the state court had the right to finally decide, and we are bound by that decision.
It is said that if by this adjudication a right possessed by plaintiffs in error as holders of bonds, under the constitution and laws of the United States, was necessarily denied, then this court has jurisdiction to review the judgment on writ of error. This may be admitted, but I deny that the case at bar presents any such feature. The argument that plaintiffs in error make is that they claimed the bonds were payable in money of the United States, while defendants claimed they were payable in a particular kind of money, and, because so payable, were invalid. The grounds of demurrer to the bill of plaintiffs in error were that the bonds ere void as calling for payment in gold coin, and that the levee board had no power to issue them in that form. The question was as to the power of the board to issue bonds payable in gold coin, which depended upon the statute of the state; and the question whether the bonds were so payable was one of construction of the language used in the bonds. Simply to claim that money due under a contract is payable in money of the United States, does not make a claim under the constitution or laws of congress. What kind of money the contract is payable in depends upon its language, and that raises no federal question.
The case of Trebilcock v. Wilson, supra, does not aid the plaintiffs in error. In that case the defendant claimed a right under the constitution to demand and receive payment of his note in specie according to the contract, and this was denied him, and a decree entered canceling the mortgage given as collateral security for the note. This court reviewed the decision on the ground that a right claimed by the defendant under the constitution was decided against him by the state court.
In Maryland v. Railroad Co., 22 Wall. 105, the question of jurisdiction was not raised or noticed. The opinion puts the rights of the parties entirely upon the language of the contract, and there was no claim that the meaning of the contract was governed by any law of congress or by any provision of the constitution.
All the arguments as to the powers of corporations to borrow money or to give bonds, or as to the meaning of the state statute and the extent of the power it granted by the authority to borrow money, are arguments as to the construction of the state statute and the authority of this corporation, and are not in any particular, as it seems to me, of a federal nature.
Again, it is said, that the power to borrow money simply means the power to borrow whatever is money according to the constitution of the United States and the laws passed in pursuance thereof; and the power to issue negotiable bonds therefor includes the power to make them payable in such money. This, it is urged, the law presumed, and to proceed on an implication to the contrary, founded upon language contained in the bonds themselves, which it is said was indefinite, was to deny to the holders of these bonds, subsequent to their purchase, a right arising under the constitution and laws of the United States. Whatever presumption the law may make, based upon the grant of a power to borrow money, as to the right to make the obligation given therefor payable in lawful money generally, the presumption is of no force in the face of a contract to pay only in some particular medium, and whether that contract is to be found expressed in so many words and in plain and perfectly unambiguous language, or is to be inferred or implied from all the language which is used in the contract, is unimportant and immaterial. That it may be implied has been held in Maryland v. Railroad Co., 22 Wall. 105. Whether the implication does arise from the language used is not a federal question, and the decision of the state court is final.
We may think the power given by the state of Mississippi to its corporation by the language it used was of a general nature, authorizing the corporation to make payment in any money, yet the state court decides that the language employed gave no authority to issue bonds payable in gold coin. There is no claim under an act of congress or of the constitution in such case, and no claim under either was in any way denied.
We come back to the proposition, therefore, that when parties make a contract on that subject it is for the court to say what the contract means, and it seems to me that is not a federal question, although the court is only able to arrive at a conclusion as to what the contract means by an examination of its whole language, and by drawing inferences or implications therefrom as to what its true meaning is. The nature of the question does not change accor ing as the contract upon which the right rests is plainly or ambiguously stated. Nor does the right to construe the state statute depend upon the condition that the state court shall construe it, as we think, correctly. It is the same kind of a question at all times, and that is, what do the statute and contract mean? What they mean is a question for the state court alone.
While, under the laws of congress, there are several kinds of money, gold and silver coin and legal-tender notes, yet the decision of the state court does not deny this, or refuse to give effect to those laws. The decision is in entire harmony with them, and proceeds upon the assumption of their validity.
When it is said that the power to borrow money was expressly granted, unaccompanied by any definition of the word 'money' which might operate as a restriction on the power, such statement is, of course, based upon the language used in the statute. It is not necessary that the definition of the word 'money' need be given in so many words. Whether, upon the whole language of the statute (if there were more than one kind of money), there was a discretion given to the commissioners to say as to which particular kind of money the bonds should be payable in, is a question as to what power the commissioners were granted by that statute, and that question is to be determined by the state court, which decides as to the meaning of the state law; and there is no question of any right dependent upon the federal constitution or upon any of the laws of congress. The state court has denied no right derived from either. It has simply construed a statute of its own state. In holding that the implication to be derived from the act of the state was that the power was to borrow money of the United States, is it not plain that this court assumes to construe the meaning of the state statute, and in a manner differing from that given it by the state court? How would it be a different question if the legislature had in terms authorized the corporation to borrow currency only? In either case the question would simply be a construction of the state statute, in the one case from plain language used therein, and in the other from a reading of the whole act, and a decision derived therefrom as to the actual meaning of the state law. In both cases the decision is entirely the same in its nature, and in both it is a decision of a local question into which there does not enter any feature of a federal question. The decision of this court that the bonds were on their face solvable in money of the United States, whatever its description, and were, therefore, valid, seems to me so plainly a decision as to the meaning of a contract in opposition to that taken by the state court, where the decision of the latter tribunal is conclusive upon us, that I cannot give assent to it.
I think the writ should be dismissed.
I am authorized to say that Mr. Justice BREWER and Mr. Justice WHITE concur in this opinion.

## Notes

This work is in the public domain in the United States because it is a work of the United States federal government (see 17 U.S.C. 105).
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