Dollar v. Land, 10299.

• Citation: 184 F.2d 245,87 US App. DC 214
• Decision Date: 17 July 1950
• Docket Number: No. 10299.,10299.
• Parties: DOLLAR et al. v. LAND, Chairman, United States Maritime Commission, et al.
• Court: United States Courts of Appeals. United States Court of Appeals (District of Columbia)

87 US App. DC 214, 184 F.2d 245 (1950)

DOLLAR et al. v. LAND, Chairman, United States Maritime Commission, et al.

No. 10299.

United States Court of Appeals District of Columbia Circuit.

Argued April 19, 1950.

Decided July 17, 1950.

Writ of Certiorari Denied November 13, 1950.

COPYRIGHT MATERIAL OMITTED

Messrs. Gregory A. Harrison and Moses Lasky, San Francisco, Cal., with whom Messrs. Clinton M. Hester and Michael M. Kearney, Washington, D. C., were on the brief, for appellants.

Mr. Donald B. MacGuineas, Attorney, Department of Justice, of the bar of the Supreme Court of Illinois, pro hac vice, by special leave of court, with whom Assistant Attorney General H. G. Morison and Mr. Edward H. Hickey, Special Assistant to the Attorney General, were on the brief, for appellees.

Before CLARK, WILBUR K. MILLER and PRETTYMAN, Circuit Judges.

Writ of Certiorari Denied November 13, 1950. See 71 S.Ct. 198.

PRETTYMAN, Circuit Judge.

This case was before us on a prior appeal which concerned a question of jurisdiction.¹ The Supreme Court affirmed our judgment sustaining jurisdiction.² Upon remand to the District Court a lengthy trial was had before the court without a jury, and judgment was rendered for the defendant officials. Plaintiffs now appeal.

Introductory to its opinion the Supreme Court described the case as follows:

"Petitioners are present and former members of the United States Maritime Commission. Respondents are stockholders of Dollar Steamship Lines, Inc., Ltd. (Dollar of Delaware), whose corporate name was changed to American President Lines, Ltd., subsequent to the execution in 1938 of a contract out of which the present litigation arises. By 1937 Dollar of Delaware was in difficult financial straits. The problems confronting it and the various steps taken to remedy the situation need not be recapitulated here. It is sufficient for purposes of the various questions presented by this case to say that the Commission and respondents entered into a contract in 1938 by which respondents delivered their common stock in Dollar of Delaware, endorsed in blank, to the Commission; and the Commission released some of respondents from certain obligations and agreed to grant Dollar of Delaware an operating subsidy and to make a loan to it and to obtain for it another loan from the Reconstruction Finance Corporation.

"The subsidy was granted and the loans were made. By 1943 American President Lines, Ltd., had fully paid all indebtedness due the United States. Respondents thereupon demanded return of their shares of stock from the then members of the Commission, claiming that the shares had only been pledged as collateral for a debt which had been paid. The members of the Commission refused to surrender the shares, claiming that they had not been pledged under the 1938 contract but transferred outright. Acting on that theory the Commission had indeed offered the shares for sale and had under consideration substantial offers to purchase them.

"Thereupon respondents instituted the present suit in the District Court for the District of Columbia, see 11 D.C. Code, §§ 301, 305, 306, claiming that petitioners were unlawfully in possession of respondents' stock and illegally withholding it. The prayer was that petitioners be restrained from selling the shares and be directed to return them to respondents."

Summarizing the issues on the merits the Court said:

"The allegations of the complaint, if proved, would establish that petitioners are unlawfully withholding respondents' property under the claim that it belongs to the United States. That conclusion would follow if either of respondents' contentions were established: (1) that the Commission had no authority to purchase the shares or acquire them outright; or (2) that, even though such authority existed, the 1938 contract resulted not in an outright transfer but in a pledge of the shares."

Upon the subsequent trial the District Court held that the Commission had power to take absolute title to the stock and that the contract was one of sale rather than of pledge.³

The rule by which we are guided in our examination of the findings of the trial court in this case was laid down by the Supreme Court in United States v. United States Gypsum Co.,⁴ where the Court said: "Since judicial review of findings of trial courts does not have the statutory or constitutional limitations on judicial review of findings by administrative agencies or by a jury, this Court may reverse findings of fact by a trial court where `clearly erroneous.' The practice in equity prior to the present Rules of Civil Procedure was that the findings of the trial court, when dependent upon oral testimony where the candor and credibility of the witnesses would best be judged, had great weight with the appellate court. The findings were never conclusive, however. A finding is `clearly erroneous' when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed."

The Second Circuit Court of Appeals, discussing the Gypsum case, derived the following: "Where a trial judge sits without a jury, the rule varies with the character of the evidence: (a) If he decides a fact issue on written evidence alone, we are as able as he to determine credibility, and so we may disregard his finding. (b) Where the evidence is partly oral and the balance is written or deals with undisputed facts, then we may ignore the trial judge's finding and substitute our own, (1) if the written evidence or some undisputed fact renders the credibility of the oral testimony extremely doubtful, or (2) if the trial judge's finding must rest exclusively on the written evidence or the undisputed facts, so that his evaluation of credibility has no significance."⁵

In the case at bar the findings of the trial judge rested entirely upon documentary evidence or undisputed basic facts. We review the case upon that basis.

The first problem presented to us upon this appeal is whether the Commission had authority to acquire the shares of stock outright by purchase. If it had such authority it had authority to acquire by purchase the stock of any operating ship company and to operate that company. The Commission was created by statute and has only such authority as the statute, directly or by necessary implication, confers upon it. It does not contend that the statute specifically or in terms confers the power to acquire and operate a steamship company, and careful reading does not reveal any such provision. The only section to which the Commission points as giving it the authority it claims is:

"The Commission may enter into such contracts, upon behalf of the United States, and may make such disbursements as may, in its discretion, be necessary to carry on the activities authorized by this chapter, or to protect, preserve, or improve the collateral held by the Commission to secure indebtedness, in the same manner that a private corporation may contract within the scope of the authority conferred by its charter. * * *"^5a

The Commission argues that it has all the general and implied powers of a private corporation; that one of the implied powers of such a corporation is the power to settle or compromise claims; and that the acquisition of outright title to this stock amounted to a settlement or compromise of the liability of R. Stanley Dollar and Dollar of California as sureties on the ship notes. In its brief the Commission says, "The Commission's substantive powers are those granted it by statute, and its implied powers are those reasonably necessary and appropriate for it to administer its substantive powers, just as a private corporation's implied powers are those reasonably necessary and appropriate for it to carry out the substantive powers and objects provided by its charter."

The power to own and operate trans-oceanic steamship lines is a power of tremendous scope. It would involve decisions of vast national importance and the collection and disbursement of vast amounts of public funds. It is inconceivable to us that Congress would have left to implication so vast a power. We do not think that if Congress had intended the Maritime Commission to enter upon such ownership and operations it would have left the matter entirely to a clause which merely authorized the Commission to execute contracts.

But the Commission does not say that it has a general power to acquire stock by purchase, apart from its other duties in respect to maritime operations. It says that its power to acquire stock is incident to its power to compromise or settle claims. It can, it says, accept stock in the settlement or compromise of a claim.

The proposition thus presented by the Commission has strong basis. Since the Commission has statutory power to make loans and to manage them, an implied power to accept satisfaction of, or upon proper grounds to settle, the claims thus created seems reasonable and in accord with the usual rules of law. At the same time there is a strong contrary view, based upon decided cases, official opinions, and statutes as to the power to compromise claims for and against the United States.⁶ But we do not decide that question, because we do not reach it. We must first decide whether the acquisition of this stock was part of the compromise or settlement of a claim.

Dollar of California and R. Stanley Dollar were sureties on debts of Dollar of Delaware to the Commission. Under the agreement here in question the sureties were released from their obligation and stock was "transferred" by them to the creditor. No part of the debt was released. The question is whether that transaction was the settlement of a claim or was a substitution of tangible collateral for personal surety. This leads us directly into the second question as posed by the Supreme Court, which is whether the transaction was a sale or a pledge.

There is no single...