The Savannah, Albany & Gulf Railroad Company was a corporation of Georgia, authorized to construct and operate a railroad, the principal and beginning point of which was the city of Savannah. That city was, in fact, owner of more than one-half of its capital stock, which it had subscribed in pursuance of law to aid in its construction. For purposes of construction-that is, partly to pay debts incurred for construction then made, and partly to pay for future improvements-the railroad company in 1859 made an issue of its bonds, in the usual form, payable to bearer 20 years after date, amounting in the aggregate to $300,000, bearing interest at the rate of 7 per cent. per annum. On each of this series of bonds there was indorsed the following:
'State of Georgia. For value received, the mayor and aldermen of the city of Savannah and hamlets thereof, hereby, as authorized by a public meeting of the citizens thereof, held on the fourteenth day of May, 1859, guaranty the payment of the within bond, principal and interest, as the same may become due, according to the tenor thereof.
Witness the hand of the mayor, with the seal of said corporation affixed.
[Seal of City.]
'THOMAS M. TURNER, Mayor.
'Attest: EDWARD G. WILSON, Clerk of Council.'
The bonds were issued with this guaranty indorsed, and were purchased in open market for value. The present action was brought by the defendant in error to enforce the liability of the city of Savannah upon this guaranty. And it is not denied that the city is liable upon it, if at the time it was made there was authority of law for the city to bind itself in that form for such purposes. The judgment of the circuit court affirms this liability, and is sought to be reversed, upon this writ of error, for that cause.
The fifth section of an act, which took effect December 27, 1838, entitled 'An act to extend the limits of the city of Savannah, and to authorize the corporate authorities of said city to borrow money for works of internal improvement,' authorizes the mayor and aldermen 'to obtain money on loan, on the faith and credit of said city, for the purpose of contributing to works of internal improvements.' This provision is relied on as conferring authority for the guaranty in question.
It is claimed, however, on behalf of the plaintiff in error, that this provision of the act of 1838 was not in force at the date of the guaranty, having been repealed by an act of March 4, 1856. Wilson, Dig. 526. This act expressly repeals only such acts as conflict with it, and the repeal, if effected, must be, therefore, by implication. The eighth section of the act of 1856 is supposed to have wrought this result. It is as follows:
'And whereas, doubts have been entertained whether certain bonds issued and disposed of by the city of Savannah for internal improvements were legal and valid, therefore, be it further enacted, that all bonds heretofore issued by the constituted authorities of the city of Savannah are hereby declared legal and valid, and from and after the passage of this act the mayor and aldermen of the city of Savannah, and the hamlets thereof, upon the recommendation of a public meeting of the citizens of Savannah, called for that purpose, shall have power and authority to cause bonds to be issued and disposed of in such manner as they may direct, for purposes of internal improvement, which bonds, so issued, shall be legal and valid.'