"breakwater" for the protection of the city streets against the waters of an adjoining lake. If the mode of contracting is prescribed, that mode must be pursued;8 but if no mode is prescribed, valid contracts within the compass of the corporate powers may be made, just as natural persons may make like contracts.9 The contract need not be under seal, or in writing, unless expressly so required.10 But where a statute, such as the statute of frauds, requires a writing "signed" by the parties, an ordinance, resolution, or vote accepting a proposal is not a compliance therewith, since it is not a signature." A municipal corporation has no power to make a contract, the effect of which would be to limit or embarrass its legislative powers and duties.12 And its officers or agents cannot bind it by a contract made in violation of law, 18 or beyond the scope of its corporate powers, 14 although the corporate seal is attached thereto.15 And persons dealing with the corporation must ascertain at their peril that the officers or agents representing it are acting within their powers. 16 The incidental or implied power of municipal corporations to borrow money has been denied; 17 and it was held, that a note given by such corporation, for an unauthorized loan, is incapable of being enforced, although the money borrowed has been expended for municipal purposes.18 The power to borrow money may, of course, be conferred in express language; 19 and a power to borrow money for any public purpose, whenever in the opinion of the city council it shall be expedient to exercise it, is valid.20 And in general, as it respects contracts made by municipal corporations in the exercise of powers intrusted to them in their municipal character, exclusively for public purposes, the courts have no power to review or control their acts, unless they transcend the limits of their delegated powers.21

1 Douglas v. Virginia City, 5 Nev. 147; Goodrich v. Detroit, 12 Mich. 279; Albright v. Town Council, 9 Rich. 399; Williamsport v. Commonw. 84 Pa. St. 487; Bateman v. Mayor etc. 3 Hurl. & N. 322.

2 Galena v. Commonw. 48 Ill. 423; Memphis v. Brown, 6 West. Jur. 495; McPherson v. Foster, 43 Iowa, 45; 22 Aш. R. 215.

3 Royalton v. Turnp. Co. 14 Vt. 311.

4 Rome v. Cabot, 28 Ga. 50; and see Wells v. Atlanta, 43_id. 67; Hall v. Houghton, 8 Mich. 457; McKnight v. New Orleans, 24 La. An. 412.

5 Sturtevant v. City of Alton, 3 McLean, 393.

6 Robinson v. St. Louis, 28 Mo. 488.

7 Miller v. Milwaukee, 14 Wis. 642. A municipal corporation may offer rewards for the detection of offenders: Borough of York v. Forscht, 23 Pa. St. 391. And may legally indemnify an officer, acting in good faith, for a loss incurred in the discharge of his official duty: State v. Hammonton, 38 N. J. L. 430; 20 Am. R. 404; Gregory v. Bridgeport, 41 Conn. 76; 19 Am. R. 485.

8 Trustees etc. v. Cherry, 8 Ohio St. 564; Terre Haute v. Lake, 43 Ind. 480; Bladen v. Philadelphia, 60 Pa. St. 464; Baltimore v. Reynolds, 20 Md. 1; Pimental v. San Francisco, 21 Cal. 351.

9 Burrill v. Boston, 2 Cliff. 590; City of Selma v. Mullen, 46 Ala. 411. And see Indianola v. Jones, 29 Iowa, 282; Booth v. Shreveport, 29 La. An. 581; § 44, ante.

10 Selma v. Mullen, 46 Ala. 411; Alton v. Mulledy, 21 Ill. 76; Wade v. Newbern, 77 No. Car. 460.

11 Wade v. Newbern, 77 No. Car. 460. cisco, 27 Cal. 655; Argus Co. v. Mayor Commonw. v. Marshall, 69 Pa. St. 328;

545.

Compare People v. San Fran etc. 7 Lans. 264; 55 N. Y. 495; Moore v. Mayor etc. 4 Hun,

12 New York etc. R. R. Co. v. Mayor etc. 1 Hilt. 562; Louisville City R. R. Co. v. Louisville, 8 Bush, 415; Jackson v. Bowman, 39 Miss. 671; Thomas v. Richmond, 12 Wall. 349; Goszler v. Corp. of Georgetown, 6 Wheat. 593; Gale v. Kalamazoo, 23 Mich. 344.

13 Fox v. New Orleans, 12 La. An. 154; and see Chicago v. Rumpff, 45 Ill. 90.

14 Perry v. Superior City, 23 Wis. 64; Norton v. Mansfield, 16 Mass. 48; Frost v. Belmont, 6 Allen, 152.

15 Leavenworth v. Rankin, 2 Kan. 357; Wallace v. San José, 29 Cal. 180; Branham v. San José, 24 id. 585; Marsh v. Fulton County, 10 Wall. 676; State v. Kirkley, 29 Md. 85. Compare Brown v. Mayor etc. 63 N. Y. 239.

16 City Council v. Plank Road Co. 31 Ala. 76; Murphy v. Louisville, 9 Bush, 189; McDonald v. Mayor etc. 68 N. Y. 23; Baltimore v. Eschbach, 18 Md. 276; Schumm v. Seymour, 24 N. J. Eq. 143; Ramsay v. Western District Council, 4 Up. Can. Q. B. 374.

17 Hackettstown v. Swackhamer, 37 N. J. L. 191; and see Beaman v. Board of Police, 42 Miss. 238; Police Jury v. Britton, 15 Wall. 566. That they have implied power to borrow money for objects expressly authorized by charter, for the execution of which money would be a necessary means: see Mills v. Gleason, 11 Wis. 470; Stratton v. Al len, 16 N. J. Eq. 229; Ketchum v. City of Buffalo, 14 N. Y. 356.

18 Hackettstown v. Swackhamer, 37 N. J. L. 191. Compare City v. Lamson, 9 Wall. 477.

19 Gilman v. Sheboygan, 2 Black, 510.

20 Rogers v. Burlington, 3 Wall. 654; Larned v. Burlington, 4 id. 275; Reinboth v. Pittsburg, 41 Pa. St. 278; Galena v. Corwith, 48 Ill. 423.

21 Rittenhouse v. Mayor etc. 25 Md. 336;

and see De Voss v. Rich.

mond, 18 Gratt. 338; Bond v. Mayor etc. 19 N. J. Eq. 376; § 285, ante.

§ 290. Issue of negotiable paper by.-A power expressly conferred upon a municipal corporation "to borrow money" includes the power to issue its negotiable bonds, or other securities, to the lender; 2 but it does not include the power to issue paper for circulation, in the similitude of bank-notes, in contravention of the statute law and public policy of the state. And municipal corporations have not implied power to issue notes, bills, or other securities of a commercial character which will be free from equitable defenses in the hands of innocent purchasers for value; nor have the officers of such corporations implied power to issue ordinary municipal warrants or orders which shall be free from equities in the hands of holders. In this respect, such warrants are different from authorized negotiable bonds or securities issued by municipal corporations.

1 Mayor etc. v. Inman, 57 Ga. 370; Milner v. Pensacola, 2 Wood, 632; Vicksburg v. Lombard, 51 Miss. 111; and see Comm'rs etc. v. Atlantic etc. R. R. Co. 77 No. Car. 289; Tucker v. Raleigh, 75 id. 267.

2 Reinboth v. Pittsburg, 41 Pa. St. 278; Seybert v. Pittsburg, 1 Wall. 272; Rogers v. Burlington, 3 id. 654; Galena v. Corwith, 48 Ill. 423.

3 Thomas v. Richmond, 12 Wall. 349; Dively v. Cedar Falls, 21 Iowa, 565; Evans v. Richmond, Chase Dec. 551.

4 Mayor v. Ray, 19 Wall. 468; Williamsport v. Commonw. 84 Pa. St. 487; Hackettstown v. Swackhamer, 37 N. J. L. 191; Chisholm v. City of Montgomery, 2 Wood, 584. Compare Ketchum v. City of Buffalo, 14 N. Y. 356; Bank of Rome v. Village of Rome, 18 id. 38; Goodman v. Comm'rs, 11 Minn. 31; Clarke v. School District, 3 R. I. 199; Clark v. Des Moines, 19 Iowa, 199. A city has not power to execute a guaranty of a promissory note, as incidental to a power conferred by charter to sell negotiable paper, and such a guaranty is void, even in the hands of an innocent assignee for value: Čarter v. Dubuque, 35 Iowa, 416.

5 Inhabitants etc. v. Weir, 9 Ind. 224; Smith v. Cheshire, 13 Gray, 318; People v. County, 11 Cal. 170; People v. Gray, 23 id. 125; Emery v. Mariaville, 56 Me. 315; Comm'rs v. Keller, 6 Kan. 510; O'Donnell v. City, 2 Brewst. 481; 7 Phila. 234; Miller v. Thompson, 3 Man. & G. 576.

6 School District v. Lombard, 2 Dill. 493. See Danielly v. Cabaniss, 52 Ga. 211; Deming v. Houlton, 64 Me. 254; McPherson v. Foster, 43 Iowa, 48.

§ 291. Subscriptions in aid of public works.― Municipal corporations cannot, unless expressly authorized by their charters or other legislative acts, subscribe towards or pledge the corporate credit in aid of public works. But it is a well-settled principle that, unless re

strained by the organic law, it is competent for the legislature to confer such authority upon municipal bodies,2 and enable them to issue their bonds in aid of public works, and to impose a tax for the payment of such bonds.3 But the legislature has not power to authorize municipal bodies to bond themselves in aid of enterprises not chartered for some public use. The true test in such cases is, whether the purpose to be effected is public or private: if the former, a mandatory statute is valid; if the latter, void. Railroads are clearly a public use, in aid of which the municipal body benefited may be authorized by the legislature to lend its credit or issue bonds; and the constitutionality of municipal railway-aid bonds is fully sustained by the courts. Public parks are likewise a public use; and authority to municipalities to issue bonds in aid of works of internal improvement was held to include mills, regulated as to their management by a general statute. 10 But the power of municipal taxation cannot be employed in aid of private manufacturing companies. To the extent that the legislature can constitutionally authorize municipal bonds, bonds which have been issued without sufficient statutory authority in their origin may be cured or sustained on the principle of ratification by subsequent legislation.12 So a condition or prohibition that a subscription shall not be made unless the consent of a majority of the legal voters of the corporation consent, is satisfied by an affirmative vote of a majority of those who vote at the election. 13 A majority of the legal voters, voting at an election, is sufficient to authorize a subscription, although those voting on both sides were together but a minority of all the legal voters of the corporation.14 If the power to issue bonds in aid of a public enterprise does not exist, such bonds are void, even in the hands of a bona fide holder for value.15 And authority to a municipal corporation to subscribe for stock in railroads, and to issue bonds in payment, does not include authority to contribute to a railroad by indorsing its bonds.16

1 Chisholm v. City of Montgomery, 2 Wood, 584; Railroad Company . Mayor etc. 23 Ark. 300; Aurora v. West, 22 Ind. 88.

2 Sharpless v. Mayor etc. 21 Pa. st. 147; Leavenworth etc. R. R. Co. v. Comm'rs, 18 Kan. 169; Pine Grove Township v. Talcott, 53 Mo. 666; Davidson r. Ramsey Co. 18 Minn. 482; Harcourt v. Good, 39 Tex. 455.

3 Milner v. Pensacola, 2 Wood, 632; Township of Pine Grove v. Talcott, 19 Wall. 666; Queensbury v. Culver, id. 83; People v. White, 54 Barb, 622. As opposed to the power: see Railroad Co. v. Sparta, 77 Ill. 505; Hanson r. Vernon, 27 Iowa, 28; People v. Township Board, 20 Mich. 452; Rogan v. Watertown, 30 Wis. 259; People v. Mayor etc. 51 Ill. 17.

4 Allen v. Jay, 60 Me. 124; Bissell v. Kankakee, 64 Ill. 249; Lowell v. Boston, 111 Mass. 454; Cleveland Bank v. City of Iola, 9 Kan. 689; Lewis v. Comm'rs, 12 id. 186.

5 Dunkirk etc. R. R. Co. v. Batchellor, 53 N. Y. 128.

6 Dunkirk etc. R. R. Co. v. Batchellor, 53 N. Y. 128.

7 Lawson v. Railway Co. 30 Wis. 597; Perry v. Keene, 56 N. H. 514; Mitchell v. Burlington, Wall. 270; People v. Henshaw, 61 Barb. 409; Strickland v. Railroad Co. 27 Miss. 209; Ohio v. Comm'rs, 14 Ohio St. 569; King v. Wilson, I Dill. 555.

8 People v. Mitchell, 35 N. Y. 551; Leavenworth County v. Miller, 7 Kan. 479; Gelpeke v. Dubuque, 1 Wall. 175; Butz r. Muscatine, 9 Wall. 571; Township of Pine Grove v. Talcott, 19 id. 666; County of Cass v. Jolinston, 95 U. s. 360. But see People v. Salem, 20 Mich. 452; 4 Am. R. 400.

9 People v. Brislin, 80 Ill. 423.

10 Township of Burlington v. Beasley, 94 U. S. 310.

11 Commercial Bank v. City of Iola, 2 Dill. 353; Allen v. Jay, 60 Me. 124; and see Weismer v. Village of Douglas, 64 N. Y. 91; Att.-Gen. v. Eau Claire, 37 Wis. 400; Loan Assoc. v. Topeka, 20 Wall. 655.

12 Putnam v. New Albany, 4 Biss. 365; Beloit v. Morgan, 7 Wall. 619; Knapp v. Grant, 27 Wis. 147; State v. Florida etc. R. R. Co. 15 Fla. 690. 13 County of Cass v. Johnston, 95 U.S. 360. But see contra: Harshman v. Bates Co. 92 id. 569.

14 St. Joseph Township v. Rogers, 16 Wall. 644.

15 Clay v. Nicholas County Court, 4 Bush, 154; Harshman v. Bates County, 3 Dill. 150; Police Jury v. Britton, 15 Wall. 566; Wilson v. Shreveport, 29 La. An. 673; Oclrich v. Pittsburg, 1 Pittsb. Rep. 522; Williamson v. Keokuk, 44 Iowa, 88.

16 Blake v. Mayor etc. 53 Ga. 172.

§ 292. Ordinances.-It is competent for the legislature to delegate to a municipal corporation the power to enact ordinances for the government of the place; 1 and if the organic law contains nothing restricting the exercise of the power to any particular part of the municipal body, it may be conferred upon any department thereof, as may appear to be most just and expedient in the judg ment of the legislature.2 A special grant of power to legislate by ordinance on enumerated subjects connected.