George Shiras, Jr.

“ The doctrine successfully invoked in the court below by the defendant, that where a municipal incorporation is wholly void ab initio, as being created without warrant of law, it could create no debts and could incur no liabilities, does not, in our opinion, apply to the case of an irregularly organized corporation, which had obtained, by compliance with a general law authorizing the formation of municipal corporations, an organization valid as against everybody except the state acting by direct proceedings. ”

“ As the city of San Angelo was organized under a general statute, which provided for the offices of mayor and secretary for all cities organized under it (1 Sayles' Civ. St. tit. 17, cc. 2, 11) , and if our conclusion be sound that said city, acting as a municipal corporation, though irregularly formed was competent to contract for municipal purposes, and that the obligations of such contracts devolved by operation of law upon the new corporation, the official action and character of the mayor and secretary in signing and sealing the securities cannot be challenged. ”

“ When we hold that the new corporation, under the facts disclosed by this record, is subject to the obligations of the preceding corporation, we mean subject to them as existing legal obligations, in manner and iorm as they would have been enforceable had there been no change of organization. ”

“ The record does not distinctly disclose the ground upon which the court proceeded in disincorporating said city, but enough appears to justify the inference that the incorporation included within its limits unimproved pasture lands, outside of the territory actually inhabited, and that the incorporation was declared invalid for that reason. ”

“ Beckwith, 100 U.S. 514; that the repealing act must be considered in reference to the provision of the constitution of the United States forbidding the states to pass laws impairing the obligation of a contract, and also to a similar provision in the state constitution; that the same obligation to perform its contracts rests upon a corporation as upon a natural person ”