# Appendix — City of Winter Haven v. Meredith > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA34806415_2235%3A3 ## Record - **Collection:** Supreme Court brief - **Document type:** Appendix - **Published:** January 1, 1944 - **Citation:** 323 U.S. 738 ## Text 14 APPENDIX A ‘Alter having enjoyed the benelit of the reduced inter- est rates for more than seven vears, the City now asserts that the deferred interest coupons, and the provisions for their payment, eicher in whole or in part, are invalid, an | that it is not obligated to pay any part of the deferred in- terest. This position should not be sustained, The contract wis undoubtedly made in good faith, and the parties to it must have thoueht it was wise and beneticial, otherwise if Would not have been entered into. Its legal effect was merely to provide that instead of paying 6% interest each year, the City should pay the lesser rates from January 1, 18+ to January 1, 144, and that the difference should be paid at the maturity of the bonds now outstanding, unless the latter should be ealled for redemption on or before January 1, 1944, in which event only one-half of the differ- ence should be paid, or should they be called for redemption after that day, but on or before January 1, 1954, only three- fourths of the difference should be paid. The State is not aware of any constitutional provision or statute which prohibited the making of that contract. To the contrary, the case of State vs. Sarasota County, 1s Fla. 629, 159 So. 797, indicates that the contract is valid. Argument of Fifth Question If the redemption provisions requiring the payment of the deferred interest COUPONS, in whole or in part, are invalid, they are not severable from the other redemption provisions in the outstanding bonds, and the latter cannot he called for redemption in advance of their maturity. The provisions concerning the manner in which the out- standing bonds may be ealled for redemption, are entire and indivisible. To eall them for redemption on or before Jannary 1, 1944, three things must be done: 1) the prin- 15 cipal must be paid; 2) acerued interest to the redemption date must be paid; 3) one-half of the deferred interest must he paid. The performance of each of these eonditions is dependent on the performance of the other two, It is certain that the parties to the contract evidenced by the outstand ing honds, did not intend that the third condition should be breached at the time of performance of the first and second. As previously pointed out, the position of the State is that the provisions for the payment of the deferred interest are valid. However, if they are invalid, they nevertheless con- stitute an integral part of the provisions for calling the outstanding bonds for redemption—that is, they constitute one of three conditions subsequent which must be performed to bring about a valid call for redemption. If any one of the three conditions subsequent is invalid, the other two must fall with it, thereby invalidating all of the provisions purporting to authorize the calling for redemption of the outstanding bonds. In this situation, there is no method or means whereby they may be called for redemption in ad- vance of their maturity. It follows that if the provisions for the payment of the deferred interest, in whole or in part, are invalid, the out- standing bonds have not been and cannot be validly called for redemption, and therefore that the issuance of the pro- posed refunding bonds for the purpose of calling the out- standing bonds, is unauthorized and illegal.”’ Sa ait AR SERIE ARM ERE ES pied Sone! 16 APPENDIX B ‘‘Argument of Fourth Question The validity of the deferred interest coupons appurtenant to the bonds proposed to be refunded, Argument of this question is unnecessary. I feel confident that this Court will follow its most recent decisions on this point, namely: Outman vs. Cone, 141 Fla. 196, 192 So. 611 Taylor vs. Williams, 142 Fla. 402, 195 So. 175 State vs. Special Tax School District No, 3, 143 Fla, 557, 197 So. 127. Andrews vs. City of Winter Haven, (Fla.) Opinion Filed September 13, 1941, not yet reported Argument of Fifth Question The provisions for the payment of the deferred interest coupons, in whole or in part, are severable from the other redemption provisions in the outstanding bonds, and the latter can be called for redemption in advance of their maturity. This point was directly presented and expressly decided by this Court in Andrews vs. City of Winter Haven, supra. It was there held that similar deferred interest coupons were unauthorized and void, but that the provisions for their payment, either in whole or in part, were severable from the other provisions for the calling of the outstanding bonds for redemption, and when severed from such other provisions, that the outstanding bonds were callable for redemption, at par plus accrued unpaid interest to the date fixed for redemption, as if the deferred interest coupons had never been annexed thereto. In the instant case, the resolution authorizing the issuance of the proposed refunding bonds is directly founded on, V7 and strictly adheres, in all respects, to the procedure ap proved in the cited case. The latter is full and complete authority by this Court for calling the outstanding bonds for redemption on January 1, 1942, at par plus accrued unpaid interest to that date, and establishes, beyond all shadow of doubt, that the City has validly ealled the out- standing bonds for redemption on January 1, 1942.’’ TABLE OF CASES Andrews vs. Winter Haven, 148 Fla. 144, 3 So. (2d) 805.......... Bradford County vs. Nuveen, 153 Wek CO) WO vos cs vans Hall vs. Coppell, eer race ney wre McMullen vs. Hoffman, re. OOD ray ie esa e mes Meredith vs. Winter Haven, 134 Fed. (2d) 202, 320 U.S. 228 ...... Qutman vs. Cone, 141 Fig, 196, 192 Boe. Gid...........5. State vs. City New Smyrna Beach, 148 Fla. 482, 4 So. (2d) 660 .......... State vs. Sarasota, 118 Fla. 629, 159 So. 797...........5. State vs. Spee. Tax School Dist. No. 3, 143 Fla. 557, 197 So. 127............. Taylor vs. Williams . b] 142 Fla, 402, 195 So. 175............. Page ety we 2, 7, 16 oe ee 12, 14 ck Sanaa 6, 11, 16 6, 7, 10, 12, 16 --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA34806415_2235%3A3. Public record. Not legal advice.