harter of the railroad company, authorizing the issue of bonds in payment of subscriptions by municipal bodies to its capital stock, is bosed upon article 12, § 14, of the constitution of the state, which declares that 'the legislature shall not authorize any county, city, or town to become a stockholder in, or to lend its credit to, any company, association, or corporation, unless two-thirds of the qualified voters of such county, city, or town, at a special election or regular election to be held therein, shall assent thereto.'
It is claimed, on behalf of the plaintiff in error, that the qualified voters referred to in the constitution of Mississippi and the charter of the railroad company are those who have been determined by the registrars to have the requisite qualifications of electors, and who have been enrolled by them as such, and that it requires a vote of two-thirds of the whole number enrolled as qualified to vote, and not merely two-thirds of such actually voting at an election for that purpose, to authorize the issue of such bonds as those in suit. That presents the single question for our decision, for the averment in the last plea, that 'the board of supervisors fraudulently and illegally issued and delivered the bonds and coupons,' has reference merely to their being issued without the alleged requisite assent of two-thirds of the registered voters, and there is nothing alleged in the plea from which it can be inferred that the injunction bill, pending which the bonds, it is charged, were issued and delivered, was based on any other infirmity. We do not think t e plaintiff in error is precluded from raising this question by any recitals in the bonds. They contain no statement of any election called or held, or of the vote by which the issue of the bonds was authorized. They do not embody even a general statement that the bonds were issued in pursuance of the statutes referred to. The utmost effect that can be given to them is that of a statement that a subscription to the capital stock of the railroad company was authorized by the statutes mentioned, and that the sum mentioned in the bonds was part of it. They serve simply to point out the particular laws under which the transaction may lawfully have taken place. They say nothing whatever as to any compliance with the requirements of the statute in respect to which the board of supervisors were authorized and appointed to determine and certify. They do not, therefore, within the rule of decision acted on by this court, constitute an estoppel, which prevents inquiry into the alleged invalidity of the bonds. Northern Bank of Toledo v. Porter Tp. 110 U.S. 608; S.C.. ante, 254; County of Dixon v. Field, ante, 315; School-dist. v. Stone, 106 U.S. 183; S.C.. 1 SUP. CT. REP. 84. On the other hand, we do not agree with the counsel for the plaintiff in error that the pendency of the injunction bill, referred to in the last plea, affects the title of the defendant in error, as a bona flde holder of the bonds for value; or that this court is bound to follow and apply the judgment of the supreme court of Mississippi in that case, reported as Hawkins v. Carroll Co. 50 Miss. 735, perpetuating the injunction, on the ground that the constitution and laws of the state required a majority of two-thirds of those qualified to vote to be cast at the election, to support the validity of the bonds. The defendant in error was no party to that suit, and the record of the judgment is therefore no estoppel. The bonds were negotiable, and there was, therefore, no constructive notice of any fraud or illegality, by virtue of the doctrine of lis pendens. County of Warren v. Marcy, 97 U.S. 96. It is not alleged in the plea that the defendant in error had actual notice of the litigation, or of the grounds on which it proceeded, or that any injunction was served upon the board of supervisors; and, if he had, that notice would have been merely of the question of law, of which, as we have seen, he is bound to take notice, at all events, and which is now for adjudication in this case. There is nothing in the case of Williams v. Cammack, 27 Miss. 209, 224, to which we are referred by counsel on this point, inconsistent with these views.