This inquiry is directed particularly to the meaning of the phrase "the central or a main business section of the city." This phrase has not, to my knowledge, been judically defined. Its terms are in common use in the ordinary affairs of every day life and are not here used in any technical or particular sense, hence must be interpreted in their plain and ordinary meaning.

The difficulty involved in your inquiry arises, however, in the application of this phrase to particular cases, giving rise to questions of fact no general rule for the determination of which can be laid down nor can these questions be determined by any one in a particular case without a full knowledge of all the material facts, which may not, at least in many cases, be obtainable otherwise than upon view of the locality under consideration.

These, then, are questions to be determined in the first instance by the county boards upon a fair consideration of all the material facts in, the particular case, subject to review by the courts for abuse of discretion under the particular facts involved. Section 6346-7 of Lloyd Chattel Loan Law: No Assignment of Wages is Valid Unless the Same Shall be in Writing and Made to Secure a Debt Contracted Simultaneously With the Execution of Such Assignment-The Merging of the Security of One Debt Into the Security of Another Debt Does Not, of Itself, Discharge the Pre-Existing Obligation-The Purpose of the Lloyd Enactment Was to Enable the Borrower to Start (Simultaneously With the Taking Effect of the Act) With a "Clean Slate," And Not to Secure Any Pre-Existing Debt by Salary Assignment.

No. 882-(Opinion Dated October 2, 1915) Hon. Harry T. Hall, Superintendent of Banks, Columbus, Ohio. Dear Sir: I have your request for opinion under date of September 3, 1915, as follows:

"Section 6346-7 of the Lloyd chattel loan law, passed by the last General Assembly, contains the following provision:

""**** Nor shall any such assignment be valid unless the same shall be in writing and made to secure a debt contracted simultaneously with the execution of such assignment, etc.'

"A loan company, heretofore doing business under the old chattel loan law, has raised the following question:

"A borrower now owes $25.00. He wishes to secure $25.00 more. The company agrees to lend him $50.00, taking as security therefor an assignment of his wages. The borrowrepays to the company $25.00 of this money clearing up the

old loan. Is this transaction a violation of the present law and is the wage assignment valid or invalid?

"Please render us your opinion in the above matter and oblige,

*

From my understanding of your inquiry, the question for consideration may be stated in the following form:

"May a lawful assignment of wages be made under the act of May 7, 1915, 106 O. L., 281, for the payment of a preexisting debt of the assignor, when the security of such preexisting debt is merged in said assignment with the security of a debt contracted simultaneously with the execution thereof?"

Section 6346-7, G. C., 106 O. L., 284, being a part of the act above referred to, in so far as pertinent to the present consideration, provides as follows:

"No assignment of any salary, wages or earnings, or any part thereof given to secure a loan shall be valid unless the same be in writing, signed in person by the person making the same; and if such person is married and living with husband or wife, signed also by the husband or wife of such person, as the case may be. Nor shall any such assignment be valid unless the same shall be in writing and made to secure a debt contracted simultaneously with the execution of such assignment, with all blank spaces therein filled in with ink or typewriting, together with the date, names of the assignor and assignee, the amount for which such assignment is made, together with the rate of interest charged."

That part of the above quoted provision which it would seem is clearly determinative of the question, is in the following language:

"Nor shall any such assignment be valid unless the same shall be in writing and made to secure a debt contracted simultaneously with the execution of such assignment."

It will be first observed that the purpose and effect of the execution of such assignments as are herein referred to and authorized by the act under consideration, is to guarantee to or confer upon individuals special rights as against all other creditors of the assignor, and statutes of this character are generally subject to a somewhat strict costruction against those who seek to secure such special or exclusive rights thereunder.

It seems that clearer and more unequivocal language could not have been here used to indicate the legislative intent that no as

signment should be valid to secure the payment of any debt existing prior to the execution of the assignment. The statement of facts submitted pre-supposes a pre-existing debt and in the very nature of things that cannot be "a debt contracted simultaneously with the execution of such assignment" when under the facts here to be considered the assignment is of necessity executed subsequently to the contracting of that debt.

It may be urged that a pre-existing debt may be lawfully secured by chattel mortgage, etc., but that alone cannot be said to take away from the original obligation the attribute or characteristic of a pre-existing debt. That is to say, in the present case the merging of the security of one debt into the security of another debt does not, of itself, discharge the pre-existing obligation nor does the mere formality or pretense of, or imaginary borrowing and paying back an additional amount to that which is in reality contracted simultaneously with the execution of the assignment avail to give validity and legal effect to that which is in clear and specific terms prohibited by law. The substance rather than the mere form must control, and it cannot be controverted that the cole purpose of and object effected by such imaginary transaction is the security of a debt by such assignment, the validity of which is specifically denied by law. Such course of business, under the present state of the law, clearly contravenes that fundamental principle everywhere recognized that one may not do indirectly that which they may not lawfully do directly, and we are not warranted in giving to statutory language a construction contradictory of its plain and literal meaning, except upon necessity arising either from the contest or apparent inconsistency, and I submit that neither of these here appear.

When the terms of a statute are clear and unambiguous, its wisdom is not a matter for consideration in its application. Therefore, whether advantage or disadvantage may arise from the construction here suggested or, what may be more desirable, results obtained by a different construction, cannot control.

General principles of commercial law cannot here maintain in the face of the clear and unequivocal statutory declaration that no validity shall attach to such assignment except it be made to secure a debt simultaneously contracted. It seems conclusive to my mind, in view of the object of the whole act and the language now under consideration, that the very purpose of this particular provision, if it be given any force at all, was to enable the borrower to start with the taking effect of this act with a "clean slate" in so

far as the assignment of wages thereafter to be earned and earned subsequently to such assignment might be effected.

I am therefore of opinion that as to all pre-existing debts attempted to be secured thereby in the manner set forth in your inquiry, such assignments are without validity.

The Prosecuting Attorney of the County is the Legal Adviser of All Boards of Education of the County in Which he is Serving— If it Appear That the Members of a Board Were Unable to Prepare Properly Certain Resolutions, Proceedings, Etc., and the Clerk Unable to Make Correct Minutes of the Meetings as Well as a Correct Transcript of the Proceedings, the Prosecuting Attorney Has No Legal Claim for Extra Compensation Against Said Board for Performing Said Work-He May, However, Render Bill Against the Individual Members of the Board and the Clerk for Doing Work Which They Were Unable to do.

No. 890-(Opinion Dated October 5, 1915)

Hon. Homer E. Johnson, Prosecuting Attorney, Marion, Ohio.

Dear Sir: Your letter of August 2, has through inadvertence, remained unanswered. Such letter was in answer to a letter from us under date of July 28, wherein I advised you that I had received some communications from the township clerk of Waldo township with reference to the right of the board of education of said township to pay a bill presented by the prosecuting attorney for preparing a bond issue and a transcript for the board of education of Waldo township.

Your letter of August 2, relative thereto advises us that under Section 4761 G. C., you have always furnished advice and conducted litigation for the different boards of education without any charge; that you have attended board meetings when requested and niade no charge, but that you feel in matters outside of the duties of the official position you are justified in making a charge therefor. And you further state:

"We feel that this case is strictly within that class of business. Several townships during the last few months have centralized or consolidated their schools. It was necessary to issue bonds; it was up to the members of the board in making a motion to adopt a certain resolution to frame the resolution in proper form. It was the clerk's duty to spread the minutes of the said meeting upon their record correctly and to make a transcript of the proceedings for the bonding company purchasing their bonds. In the Waldo case, not one of the members were able to do this correctly, and it has been so in other cases.

It was absolutely necessary for them to employ some one who knew. It was not enjoined upon the prosecuting attorney by law to do this for them. It was, therefore, arranged that we should draw the entire proceedings beginning with the original resolution declaring the necessity, etc., then following the notice of vote, issue of bonds, notice of sale, certificates, statistics to bidders, form of bonds and in fact everything required by the attorneys for the bonding company buying the issue. We then delivered the bonds. We do not charge for the necessary advice but we have made a small charge for making up this proceeding and then getting together a transcript of the same to accompany the delivery of the bonds. Someone else would do this if we did not. We think it no more than fair that we should be paid for this extra work, it being entirely outside of our line of duty."

Section 4761 G. C., provides in part that except in city school districts, the prosecuting attorney of the county shall be the legal adviser of all boards of education of the county in which he is serving.

You state in your letter that it has been necessary for you to prepare the resolutions, proceedings and transcripts thereof, for the reason that the members offering the resolution were unable to properly prepare the same and that the clerk was not able to spread the minutes of the meeting upon his record correctly nor to make a transcript of the proceedings for the bonding company. While that may be true, nevertheless, if it was not the duty of the prosecuting attorney as legal adviser of the board to prepare the proper resolutions, minutes, etc., it was the duty of the members of the board of education and the clerk so to do, and your bill should, therefore, not be against the board of education for performing the duties which should have been performed by the members and clerk, but against the members themselves, if they were unable so to do. As legal adviser of the board of education, however, it would seem to me that it was your duty under Section 4761 G. C., to advise the board and prepare the necessary papers for them to accomplish the work which they desired to accomplish.

I cannot, therefore, agree with you in your conclusion that it would be legal for the board of education to pay the bill presented by the prosecutor for preparing bond issue and transcript for the board of education of Waldo township.