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the amount of $1,200 as the balance of the purchase price. Instead of pursuing this straightforward, businesslike course, the defendant has construed this contract as a license, without time limit, plus an option of purchase. It denies that there is any obligation upon it to purchase. Aldrich took the plaintiffs' patent and studied—whether successfully or not no opinion is expressed—how to avoid using it, technically, while getting the benefit of a device commercially intended for exactly the same purposes. The defendant attempts under this contract to continue to hold the patent, more than a third of whose life has already run, so as to destroy its value to the plaintiffs, and prevent its being used in competition with the Aldrich patent, while at the same time seeking to escape from the payment of four-fifths of the contemplated purchase price. Under these circumstances, it is to be regretted that this court has not power to do real justice as between the parties.

Let a decree be entered, dismissing the bill, without costs to the defendant.


Petition of MCKAY.

(District Court, D. Maine. November 30, 1918.)


Where an attorney rendered legal services for a corporation with knowledge of those whose duty it was to take charge of its affairs, the

corporation should pay what the services were reasonably worth. 2. BANKRUPTCY OM340_FRAUD OF CLAIMANT-EVIDENCE.

Evidence held insufficient to show that an attorney, who made a claim against a bankrupt corporation for legal services, was guilty of any fraudulent participation in a conspiracy to convey away the corporation's


An attorney, who made a claim against the estate of a bankrupt cor

poration for legal services, must clearly establish the value of his services. 4. BANKRUPTCY Cm340- EVIDENCE OF VALUE OF SERVICES OF ATTORNEY.

An attorney, who filed a claim against the estate of a bankrupt Maine corporation, held, under the evidence, entitled to no more than $1,000 and his disbursements.

In Bankruptcy. In the matter of the United States Molybdenum Company, bankrupt. On petition by John A. McKay to review the order of the referee, allowing the claim of William H. Edwards. Allowance in part affirmed.

Carl W. Smith, of Portland, Me., for petitioning creditors and trus


R. J. McGarrigle, of Calais, Me., for bankrupt.
Woodman & Whitehouse, of Portland, Me., for petitioner McKay.

HALE, District Judge. This petition seeks to review the order of the referee allowing the claim of William H. Edwards for $2,000. CmFor other cases see same topic & KEY-NUMBER in all Key-Numbered Digests & Indexes

Mr. Edwards is an attorney at law in New York City. He claims for consultations and conferences with the officers of the United States Molybdenum Company, construing and interpreting documents, rendering various opinions on legal and other questions, preparation of instruments, correspondence, conferences, and interviews with various persons; expenses for car fare, telephone, and postage, $2,900. The services run from June 24, 1916, to April, 1917. One hundred dollars is for disbursements.

It is contended by the petitioner that Edwards never acted, and never was employed to perform any service, for the bankrupt company, but was employed by one Nickerson in his capacity as trustee for the private interest of certain stockholders; that the claim is based entirely upon the authority of Nickerson, and is not based upon any vote, or upon any affirmative action, of the bankrupt company. The testimony shows that the greater part of the services, for which the proof of claim is made, consists of conferences touching the sale of the company's property. Edwards testifies that he looked upon these conferences as very important, and gave them his full attention for a long time. He bases his authority for rendering the services upon his employment by Nickerson, the treasurer and a director of the company, and upon an actual, but unrecorded, vote.

[1] It appears by the testimony that Edwards did render some services for which the corporation would have had the benefit, if any benefit had accrued to anybody. After he was employed by Mr. Nickerson, he had certain conferences and made certain efforts to sell the property. If any directors were attending to their business, they must have known that such efforts were being made by Edwards. Without undertaking to settle certain questions of authority raised by the learned counsel for the petitioner, I find that services of some value were rendered for the company, with the knowledge of those whose duty it was to take charge of its affairs. So far as this defense is concerned, the corporation should pay what those services were reasonably worth.

[2] Another question--and a vital one—is raised by the petitioner. He says that Edwards acted in fraud of the bankrupt company; that he perpetrated a fraud, in company with Nickerson and one Wohlfarth, in obtaining a conveyance of certain land to the Doric Improvement Company; that the land in question was held by Nickerson as trustee for the bankrupt company, and was transferred by him to the Doric Improvement Company, in pursuance of a conspiracy between these men; and that, in equity, Edwards should be paid nothing, until he has caused the real estate, fraudulently conveyed to the Doric Improvement Company, to be reconveyed to the bankrupt company.

The petitioner contends that the testimony should lead the court to find that Edwards was the attorney on whom rested the responsibility for the fraud; that he was the guiding mind in it; that, largely by his agency, the fraud was perpetrated; that, while the participants in the fraud are holding the property, none of them can be heard in court to make a claim such as is made here; that, under the general equity power of the court, it should refuse to allow this claim against such proof of fraud and conspiracy as is found within this record; that a

court of bankruptcy is a court in equity, and has such original jurisdiction in equity as will enable it to prevent a party from enjoying the fruits of fraud, without restoring property which he has inequitably obtained. Western Tie & Timber Co. v. Brown, 196 U. S. 502, 25 Sup Ct. 339, 49 L. Ed. 571; Elliott v. Toeppner, 187 U. S. 327, 23 Sup Ct. 133, 47 L. Ed. 200; Bardes v. Hawarden Bank, 178 U. S. 524, 20 Sup. Ct. 1000, 44 L Ed. 1175; Mason v. Wolkowich, 150 Fed. 699, 80 C. C. A. 435, 10 L. R. A. (N. S.) 765; In re Chase, 124 Fed. 753, 59 C. C. A. 629. Other cases are also cited by the petitioner.

It is undoubtedly true that a court in bankruptcy has broad equity powers. It can hardly be claimed, however, that, upon the facts shown in this record, I have power to order a reconveyance of the land forming the subject of the charge of fraud. I have carefully reviewed the testimony touching this question of fraudulent conspiracy. After examining all the evidence, I must come to the conclusion that the petitioner has not met the burden of showing, by a preponderance of evidence, that the land in question was conveyed in pursuance of any conspiracy to which Edwards was a party. Mr. Edwards has denied all knowledge of the giving of the deed and any participation in it; in view of his denial, there is not sufficient evidence of his fraudulent participation in any conspiracy to sustain the charge. It is not, therefore, necessary to discuss the law relating to this question. As bearing upon the matter, the court is asked to order the production in court of: certain record book of the Doric Improvement Company; but, from my view of the case, I find that the production of the book is not important.

[3,4] It is now my duty to examine the testimony with reference to the value of Edwards' services. He is a New York lawyer. He rendered certain services for which the company would have received the benefit, if any benefit had resulted; he apparently spent some time in interviews and conferences relating to certain attempted sales. No sales were effected. All his attempts to sell proved fruitless. The company got no benefit from them. What his time was worth is not shown. He was working for a Maine corporation; his charges must be for services at their fair value to this Maine corporation. The testimony is not very persuasive touching this matter. I can find nothing in the record from which I think I ought to allow him his whole claim, or even the claim of $2,000 allowed by the referee. Edwards says he has given up important matters, in order to conduct conferences for which the company was to receive the benefit by the sale of its property. No testimony is introduced from any unprejudiced source showing the value of the services; no Maine lawyer is produced to show what the proper charges would be under circumstances shown by the record; the whole matter is left vague. It is the duty of the claimant to clearly establish the value of his services. From the testimony, I think I am allowing him all his services are proved to have been worth, if I allow him the sum of $1,000, in addition to his disbursements of $100.

The order of the referee is affirmed to the extent of allowing the claim of William H. Edwards for the sum of $1,100. A decree may be presented accordingly.


(District Court, D. Colorado. February 13, 1919.)

No. 6882.


In Act March 2, 1917, § 1 (Comp. St. 1918, § 4141a), providing for the forfeiture of automobiles or other vehicles used in introducing liquor into the Indian country, "or where the introduction is prohibited by treaty or federal statute," the phrase quoted must be limited to treaties or statutes relating to Indian affairs, to which the statute solely relates, and cannot be extended to apply to vehicles used in introducing liquors into prohibition states in violation of Act March 3, 1917, & 5 (Comp. St. 1918, § 8739a).

Libel by the United States against One Buick Automobile. On application for issuance of process. Denied.

Harry B. Tedrow, U. S. Atty., of Boulder, Colo., for plaintiff.

LEWIS, District Judge. This is an application for the issuance of process in a proceeding brought to condemn and forfeit one Buick automobile. The libel of information verified and presented by the District Attorney, on which the issuance of process is sought, discloses that the automobile was seized by the State constabulary; that at the time it was seized by the State officer it was in the possession and control of one Anderson, a white person, and was then being used by Anderson in introducing intoxicants into the State of Colorado from the State of Wyoming, in violation of Section 5 of the Act of March 3, 1917, c. 162, 39 Stat. 1069 (Comp. St. 1918, § 8739a); that after its seizure the Superintendent of the State constabulary turned said automobile over to the custody of Roy O. Samson, Special Agent of the Bureau of Investigation of the Department of Justice of the United States at Denver, Colorado, and that said automobile is now in the custody of said Samson, and is now held by him on the assumption that it is subject to forfeiture and sale because of its use as an instrument in carrying on the unlawful traffic in violation of the Reed Amendment, Act of March 3, 1917.

The District Attorney rests the libel on Section 4141, Compiled Statutes (R. S. § 2140), and the Act of March 2, 1917, c. 146, 39 Stat. 970 (Comp. St. 1918, § 4141a). Section 4141 has been considered and applied by our Court of Appeals in Evans v. Victor, 204 Fed. 361, 122 C. C. A. 531, and Shawnee National Bank v. U. S., 249 Fed. 583, 161 C. C. A. 509. Neither case presented the issuo now up, still they are instructive and helpful. The statute is of early origin, and has always been continued as a part of the Congressional purpose of protecting the Indian against the use of intoxicants. It is not now claimed that Section 4141 could be carried beyond that immediate end without the Act of March 2, 1917. That, too, is a part of an act dealing solely with Indian affairs. The particular paragraph reads thus: wFor other cases see same topic & KEY-NUMBER in all Key-Numbered Digests & Indexes

"For the suppression of the traffic in intoxicating liquors among Indians, $150.000: Provided, that automobiles or any other vehicles or conveyances used in introducing, or attempting to introduce, intoxicants into the Indian country, or where the introduction is prohibited by treaty or Federal statute, whether used by the owner thereof or other person, shall be subject to the seizure, libel, and forfeiture provided in section twenty-one hundred and forty of the Revised Statutes of the United States."

It adds automobiles to the appliances named in the section and subjects them also to forfeiture when used in the traffic; but the particular matter of vital importance here rests upon the claim that the words “or where the introduction is prohibited by treaty or Federal statute,” should be held to cover any and all territory within the contemplation of the Reed amendment (39 Stat. 1069, § 5).

Can such a meaning and purpose be reasonably attributed to the quoted phrase? If the words used clearly express that as the meaning and purpose of Congress the court will so apply them. The inquiry is to find out the intention of the lawmakers, and if that be clear from the language used the inquiry has been answered. "Attempted judicial construction of the unequivocal language of a statute or of a contract serves only to create doubt and to confuse the judgment. There is no safer or better settled canon of interpretation than that when language is clear and unambiguous it must be held to mean what it plainly expresses, and no room is left for construction.” Swarts v. Siegel, 117 Fed. 13, 18, 54 C. C. A. 399, 404. Is the meaning and purpose claimed for the phrase clearly expressed by it? Does it within itself, without more, disclose that to be the intention of Congress, and one of the objects that were to be accomplished by the use of the phrase? There is hesitation in answering in the affirmative, and when there is hesitation there is doubt. Indeed, the phrase not only fails to clearly express the purpose claimed for it but the words themselves create ambiguity. Why "treaty" associated with "Federal statute"? Neither can be ignored. The legislative intent is to be discovered from something more than the mere words. The title of the Act is of some weight when there is doubt. Holy Trinity Church v. United States, 143 U. S. 457, 462, 12 Sup. Ct. 511, 36 L.Ed. 226. The prior Act to which it refers, or supplements, or on which it in part depends, can not be ignored. If the two treat of the same subject-matter they must be harmonized. With these general principles of interpretation in mind it seems quite evident there was no legislative purpose to deal with conditions that might arise under the Reed amendment, but that the only object in the use of the phrase was to protect the Indian against the introduction of intoxicants into territory other than Indian country, where perchance such introduction is prohibited by treaty with the Indian or by statute, or both. The course of legislation on the subject discloses that such prohibition by treaty or statute, or both, for the Indian's good was not unusual. Perrin v. U. S., 232 U. S. 478, 34 Sup. Ct. 387, 58 L. Ed. 691.

I know of no law that supports the proceeding and authorizes the condemnation and forfeiture. The order for process on the libel is therefore denied.

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