Statement of the Case. murrer to the bill, and, on the 9th of January, 1875, the following final decree was entered in the suit: "A. Jordan, W. I. House, J. Q. Boyd, M. L. Baird, W. Y. Williamson, S. F. Rankin, et als., Mayor and Aldermen of the Town of Milan v. "The Mississippi Central Railroad Company, H. S. McComb, and James Hall. 6 "Be it remembered, that this cause, this 9th of January, 1875, came on to be heard and was heard before Hon. John Somers, chancellor, etc.; and, it appearing that this suit had been settled by the following agreement, to wit: Whereas the Board of Mayor and Aldermen of the Town of Milan, in Gibson County, Tennessee, having filed a bill in the Chancery Court at Humboldt against the Mississippi Central Railroad Company, to enjoin the collection of certain bonds issued by the Town of Milan to aid in the construction of said road, to wit, twelve bonds of $1000 each, with coupons attached, and said suit is now pending in said court; and whereas it is agreed by and between said corporation of the Town of Milan and the New Orleans, St. Louis and Chicago Railroad Company, into which said Mississippi Central R. R. Co. has been merged by contract of consolidation between said lastnamed company and the New Orleans, Jackson and Great Northern R. R. Co., that said suit be compromised as follows, to wit: The said New Orleans, St. Louis and Chicago R. R. Co. is to issue to the Town of Milan certificates of stock in the sum of $500 each, dollar for dollar, for said bonds, and the said Town of Milan on their part agrees, on receipt of said stock, to let a decree be entered in said cause in favor of the validity of said bonds, which are to be redelivered, with the seal of the town affixed, and the costs of said suit to be paid by the said New Orleans, St. Louis and Chicago R. R. Co. "In testimony whereof we herewith sign our names and affix our official seal, this December 18th, 1874. "A. JORDAN, Mayor. "2d Vice-President N. O., St. Louis & C. R. R. Co.' Statement of the Case. "In pursuance of this agreement, and by consent of the parties, it is ordered, adjudged, and decreed, that the New Orleans, St. Louis and Chicago R. R. Co. shall issue to the Town of Milan certificates of stock in said company, in sums of $500 each, dollar for dollar, for said twelve bonds of $1000 each, referred to in the bill; and it is further ordered, adjudged, and decreed, that, on the presentation of these certificates of stock, the Town of Milan shall have the corporate seal of said town affixed to each of said twelve bonds, and delivered to H. S. McComb, to whom they rightfully belong, or his authorized agent, and said bonds and coupons attached are declared to be valid and binding on said town and its authorities. It is, by consent, further ordered, adjudged, and decreed, that the injunction be dissolved, the demurrer herein filed be, and the same is hereby, overruled, and this decree is declared a final settlement of the right of the parties; the New Orleans, St. Louis and Chicago Railroad Company to pay the costs, and this case only retained on the docket so far as is necessary to enforce the final execution of this decree." It was further agreed by said stipulation, that the records of the town were destroyed by fire in 1879; that no census authorized by law, of the town, had been taken before 1880, when the population was ascertained to be 1600; that the railroad was not completed to the town until after July, 1873; that, after the final decree in the Chancery Court, the plaintiffs became the owners of the bonds and the coupons attached, purchasing the same for value and before they were due; and that, in the proposition submitted to the voters of the town, the question of subscribing $12,000 to the stock of the railroad company, payable in the bonds, "was also submitted in one question and at one and the same time, and was so approved by the requisite majority." The bill of exceptions stated that the plaintiffs offered in evidence the above named record of the Chancery Court at Humboldt, found in the stipulation; that the defendant, waiving all other objections, objected to the same because the record showed upon its face that it was not binding in law upon the town as a matter of adjudication, and, therefore, did Citations for Plaintiffs in Error. not sustain the replication to the plea; that the court sustained the objection and the plaintiff excepted; and 'that the court found, as one of the facts to support its judgment, that, at the time the bonds and coupons were issued, the town did not contain 1000 inhabitants. The court found that the facts and the law were with the defendant, and rendered a judgment in its favor, for the costs of the suit, to review which the plaintiffs have brought a writ of error. The opinion of the Circuit Court is reported in 21 Fed. Rep. 842. Mr. Holmes Cummins and Mr. J. B. Henderson for plaintiffs in error cited: Humboldt Township v. Long, 92 U. S. 642; Marcy v. Oswego, 92 U. S. 637; Moultrie County v. Rockingham Savings Bank, 92 U. S. 631; Walnut Township v. Wade, 103 U. S. 683; Oregon v. Jennings, 119 U. S. 74, 95; Pana v. Bowler, 107 U. S. 529; Harter v. Kernochan, 103 U. S. 562; Anthony v. Jasper County, 101 U. S. 693; Dixon County v. Field, 111 U. S. 83; Buchanan v. Litchfield, 102 U. S. 278; Northern Bank v. Porter Township, 110 U. S. 608; Lynde v. The County, 16 Wall. 6; Commissioners v. January, 94 U. S. 202; Coloma v. Eaves, 92 U. S. 484; Commissioners v. Bolles, 94 U. S. 104; County of Warren v. Marcy, 97 U. S. 96; Johnson v. Stark County, 24 Illinois, 75; Clay v. Hawkin's County Justices, 5 Lea, 137; Meyer v. Muscatine, 1 Wall. 384; Flagg v. Palmyra, 33 Missouri, 440; Supervisors v. Galbraith, 99 U. S. 214; Milan v. Tennessee Central Railroad, 11 Lea, 329; Adams v. Memphis & Little Rock Railroad Co., 2 Coldwell, 645; Louisville & Nashville Railroad v. Tennessee, 8 Heiskell, 663, 780; McCallie v. Chattanooga, 3 Head, 317; Seybert v. Pittsburgh, 1 Wall. 272; Nichol v. Nashville, 9 Humphrey, 250; Gifford v. Thorn, 9 N. J. Eq. (1 Stockton) 702; Green v. Hamilton, 16 Maryland, 319; Olcott v. Supervisors, 16 Wall. 678; Ohio Life Ins. Co. v. Debolt, 16 How. 416, 432; The City v. Lamson, 9 Wall. 477, 485; Douglass v. County of Pike, 101 U. S. €77; Taylor v. Ypsilanti, 105 U. S. 60; New Buffalo v. Iron Company, 105 U. S. 73; Corpenning v. Kincaid, 82 Nor. Car. 202; Wood Opinion of the Court. v. Raymond, 42 California, 643; Hillsborough v. Nichols, 46 N. H. 379; Miller v. Sherry, 2 Wall. 237; Lee v. Kingbury, 13 Texas, 68; S. C. 62 Am. Dec. 546; Larson v. Reynolds, 13 Iowa, 579; S. C. 81 Am. Dec. 444; Wilson v. Stripe, 4 Greene (Iowa), 551; S. C. 61 Am. Dec. 138; Luckett v. White, 10 G. & J. 480; Atkins v. Faulkner, 11 Iowa, 326; Platt v. Judson, 3 Blackford, 235; Brown v. Mayor, 66 N. Y. 385; Jarvis v. Driggs, 69 N. Y. 143; Newton v. Hook, 48 N. Y. 676; Gates v. Preston, 41 N. Y. 113; White v. Merritt, 3 Selden, 352; S. C. 57 Am. Dec. 527; Cromwell v. Sac Co., 94 U. S. 351, 356, 357; Tadlock v. Eccles, 20 Texas, 782; S. C. 73 Am. Dec. 213; Dillard v. Harris, 2 Tenn. Ch. 193; Mayo v. Harding, 3 Tenn. Ch. 237; Greenlaw v. Kernahan, 4 Sneed, 371; Winchester v. Winchester, 1 Head, 500; Hoffer v. Fisher, 2 Head, 253; McGovach v. Bell, 3 Coldwell, 512; Kindell v. Titus, 9 Heiskell, 727; Jones v. Williamson, 5 Coldwell, 371; Williams v. Neil. 4 Heiskell, 279. Mr. Sparrel Hill for defendants in error cited: Milan v. Tennessee Central Railroad Co., 1: Lea, 330; Green v. Dyersburg, 2 Flippin, 477; Albany & Susquehanna Railroad v. Mitchell, 45 Barbour, 208; Marsh v. Fulton County, 10 Wall. 676; Wells v. Supervisors, 102 U. S. 625; Claiborne County v. Brooks, 111 U. S. 400; Mayor v. Ray, 19 Wall. 468; Floyd's Acceptances, 7 Wall. 666; Northern Bank v. Porter, 110 U. S. 608; Buchanan v. Litchfield, 102 U. S. 278; Manhattan Ins. Co. v. Broughton, 109 U. S. 121; Russell v. Place, 94 U. S. 606; Allen v. Richardson, 9 Rich. Eq. 53; Dillard v. Harris, 2 Tenn. Ch. 193; Hartfield v. Simmons, 12 Heiskell, 255; Gay v. Parpart, 106 U. S. 679; Parkhurst v. Sumner, 23 Vermont, 538; S. C. 56 Am. Dec. 94; Mitchell v. Kintzer, 5 Penn. St. 217; S. C. 47 Am. Dec. 408. MR. JUSTICE BLATCHFORD, after stating the case, delivered the opinion of the court. Two questions arise for consideration in this case, (1) as to the statutory authority for the issue of the bonds; (2) as to the effect of the decree of January 9, 1875, in the suit in the state court of Chancery. Opinion of the Court. The bonds in question were issued in payment of a subscription made by the town to the stock of the Mississippi Central Railroad Company. On their face, they do not recite any such subscription to stock, but recite, as the consideration for the bonds, the "location of the Mississippi Central railroad by said town." It is well settled, that a municipal corporation, in order to exercise the power of becoming a stockholder in a railroad corporation, must have such power expressly conferred upon it by a grant from the legislature; and that even the power to subscribe for such stock does not carry with it the power to issue negotiable bonds in payment of the subscription, unless the power to issue such bonds is expressly or by reasonable implication conferred by statute. Such is the law as recognized by the Supreme Court of Tennessee, in the case of Pulaski v. Gilmore, decided in 1880, and published in 21 Fed. Rep. 870, and in Taxpayers of Milan v. Tennessee Central Railroad, 11 Lea, 330, decided in 1883. Such is also the law as established by this court. Marsh v. Fulton County, 10 Wall. 676; Wells v. Supervisors, 102 U. S. 625; Ottawa v. Carey, 108 U. S. 110, 123; Daviess County v. Dickinson, 117 U. S. 657, 663. The grant of authority to a municipal corporation to subscribe for the stock of a railroad company does not carry with it the power to issue negotiable bonds to pay for the subscription, or anything more than the power to raise money by taxation to pay the amount of the subscription. If, in the statute granting the power to subscribe for the stock, no manner of paying the subscription is provided for, it cannot be paid by issuing negotiable bonds. The practice in Tennessee, as shown by its statute books, has been to authorize expressly the issuing of negotiable bonds by municipal corporations to pay for subscriptions to stock, in all cases where it was desired to confer upon such corporations the power to issue such bonds. By a statute passed in 1852, ana carried into the Code of Tennessee of 1857-8, (sections 1142 to 1161,) in force when the bonds in this case were issued, any county, incorporated town, or city was authorized (section 1142) to subscribe for |