Roebling v. Anderson

Citation257 F.2d 615,103 US App. DC 237
Decision Date15 May 1958
Docket NumberNo. 13878.,13878.
PartiesMary G. ROEBLING, Appellant, v. Robert B. ANDERSON, Secretary of the Treasury, Appellee.
CourtUnited States Courts of Appeals. United States Court of Appeals (District of Columbia)

Mr. John K. Pickens, Washington, D. C., with whom Messrs. M. Joseph Stoutenburgh and Jerry N. Griffin, Washington, D. C., were on the brief, for appellant.

Mr. H. Clay Espey, Washington, D. C., for appellee.

Before PRETTYMAN, BAZELON and FAHY, Circuit Judges.

FAHY, Circuit Judge.

The case is complicated in its details but in essence consists of the claim of Mary G. Roebling, plaintiff, to an accounting and possible recovery from the Reconstruction Finance Corporation,1 based on contract, of sums retained or realized by it from collateral in excess of the amounts of loans it had made to the Trenton Trust Company of Trenton, New Jersey. Mary G. Roebling is the widow of Siegfried Roebling, who was a director of the Trust Company. For purposes of simplicity, since there is no issue as to the succession, we shall refer ordinarily to plaintiff and the interest of her deceased husband as Roebling.

Roebling sued in the District Court on the bases of (1) an express contract, (2) an implied agreement, and (3) a quasi-contract or unjust enrichment. The case was heard by the court without a jury. At the conclusion of Roebling's case the court granted RFC's motion to dismiss, giving as ground therefor that Roebling had failed to prove the express contract relied upon, and, further, that if such contract had been made it was too vague and indefinite to be enforced.

On her appeal from the ensuing judgment dismissing her complaint upon the merits, Roebling presents five points, two of which can be disposed of rather quickly. It is said that formal findings of fact and conclusions of law as required by Rules 52(a) and 41(b) of the Fed. Rules Civ.Proc. 28 U.S.C.A., were not made. In view of our disposition of the case this omission can be supplied on the remand. It is also contended that the trial court erred in refusing to admit certain testimony of prior dealings between Roebling and the Board of Directors of RFC. We think this was a matter within the sound discretion of the trial court, which was not abused. But we leave the subject open for reconsideration by the trial court in the light of developments on the remand.

The three other questions presented by Roebling are: (1) there was a definite, legal, enforceable agreement; (2) if not, it was nevertheless error for the court to fail to rule upon the counts for breach of an implied-in-fact contract and quasi-contract;2 and (3) error occurred in denial of Roebling's motion for production of additional documents under Rule 34, Fed.Rules Civ.Proc.

Since we think the last point is well taken, as to be more fully explained, we do not definitively rule on the other two. For if additional documents are produced the factual problem as to a contract, express or implied or quasi, might vary from that now before the courts, even were we of opinion that the present record does not establish a contract of any kind.

We now set forth a somewhat lengthy statement of how the case arose, which seems necessary for disposition of the discovery question.

In 1933 notes totalling $585,000 were given to the Trenton Trust Company by six of its directors, two of whom were Roebling ($200,000 note) and Voorhees ($100,000 note). In return approximately $585,000 of "slow assets" were put in trust by the bank for the benefit of the notemakers. In May 1934 RFC loaned $2,000,000 to the bank through the latter's subsidiary, the Trentrusco Corp. There was pledged with RFC as security 100,000 shares of Trenton Trust Company preferred A stock, par value $6, liquidation value $20, and $500,000 of the $585,000 slow assets which had been put in trust. This latter collateral was released by the trustees with approval of the notemakers. In September 1936 RFC loaned a second $2,000,000 to the bank in the form of a purchase of 100,000 shares of its preferred A stock.

The five directors other than Roebling claimed later that their notes were not primary obligations but for accommodation only. From 1936 to 1940 unsuccessful attempts were made by the bank, by Roebling, and by RFC to induce the five directors to recognize their notes as primary obligations and to put them in bankable condition.

On February 23, 1940, RFC foreclosed the collateral of the first loan and acquired this collateral by bidding it in for the amount of the principal then due on the loan note ($1,808,000).

On March 15, 1940, RFC authorized the offering of shares of preferred A stock to those directors, other than Roebling, who should pay or make bankable their notes. Stock would be given to them in amounts equivalent to the value of their respective notes at the rate of $20 per share. By April 19 director Chamberlain agreed to this. On May 17, 1940, however, RFC revoked this authorization but authorized the release of some 13,583 shares to the four directors other than Roebling and Voorhees provided they made their notes bankable, which, with the exception of Chamberlain, they failed to do.

Roebling alleges that then an oral contract was made between her and RFC in a series of conferences with RFC's representatives, ending prior to May 20, 1940, for the purpose of encouraging the directors other than Roebling and Voorhees to pay or make bankable their notes. The encouragement was to come through the creation by Roebling of a market for the stock which would be issued to them. By the alleged contract, omitting some details, RFC would release to these directors shares of preferred A stock in amounts equivalent to their respective notes at the rate of $20 per share and would transfer to Roebling "all of such shares, or other assets * * * from time to time as sufficient equity for that purpose accrued in the collateral originally pledged with the defendant RFC to secure the $2,000,000 loan of May 23, 1934 * * *" provided that the directors would pay their notes or put them in bankable condition. Roebling would then purchase from the three directors other than Chamberlain, Voorhees, and herself, at $6 per share, the shares of stock released to them by the RFC.

Roebling contends that the details of the contract were evidenced by a letter of May 20, 1940, from Roebling's attorney to the authorized representative of RFC setting forth the attorney's understanding of the agreement. The letter was introduced in evidence.

Voorhees refused to pay or make bankable his note but by June 4, 1940, the others had done so. RFC accordingly delivered to each of them shares of preferred A stock, which Roebling then purchased from them for $6 per share, totalling $67,220. They applied the proceeds on the balances due on their notes. On June 18, 1940, Roebling made the last payment on her note, thus retiring it.

On June 1, 1941, RFC authorized transfer of 1200 shares of preferred A stock to Roebling provided she pay the expenses in connection with the transfer. The actual transfer was made in January or February 1942.

In December 1952 Trenton Trust Company retired the remaining 85,217 shares of preferred A stock used as collateral (100,000 less 14,783 shares given to the five directors, including Roebling) by paying to RFC $20 per share plus accrued dividends. In this manner, with the payments previously made, RFC recovered the amount of its first, 1934, loan. By May 1954 it had recovered the amount of its second, 1936, loan, when Roebling purchased from RFC the last 40,000 shares at $20 per share.

Upon the basis of the matters thus summarized Roebling filed her suit.

Roebling instituted pretrial discovery proceedings under F.R.Civ.P. 34,3 seeking the right to inspect certain files of RFC related to the loans. The files requested were:

"1. Loan docket file, showing all transactions, collections and disbursements.
"2. Files showing the transactions relating to (a) transfers or other disposition of all shares of Preferred Stock "A" of Trenton Trust Company held by defendant at any time during the period aforesaid May 23, 1934, to June 29, 1954 and (b) the disposition of the additional collateral securing the first loan (all of which was foreclosed on February 23, 1940 and is itemized as Exhibit A to the Amended Complaint) during the period from February 23, 1940 to June 29, 1954.
"3. Correspondence file.
"4. Legal file.
"5. Loan agreement or agreements.
"6. Minutes of meetings of, and the transcript of all material remarks before, the Board of Directors of the defendant, Reconstruction Finance Corporation, concerning (1) said loans, (2) the authority of Messrs. McGrath, Scott, Boggs, MacArthur and others to act in connection with said loan accounts, (3) the release of shares of said Preferred Stock "A" to plaintiff and other Directors of said Trust Company and (4) the repayment by Reconstruction Finance Corporation of the foreclosure expenses to plaintiff and other said directors of the Trust Company.
"7. Basic memoranda to appropriate division chiefs relating to all matters set forth in 6(1) through 6(4) above and memoranda based on such basic memoranda and prepared for the Board of Directors of the Reconstruction Finance Corporation by the examining and legal divisions of that Corporation or members of the staffs thereof.
"8. Records relating to the duties, responsibilities and authority of all officers and employees of the Reconstruction Finance Corporation charged with the responsibility for the Trenton Trust Company and/or the Trentrusco Corporation loan account or accounts, including all records relating to the duties, responsibilities, and authority of Messrs. McGrath, Boggs, Ralston, Scott and MacArthur in connection therewith."

The District Court ordered RFC to file a list of those documents which were

"pertinent to the Trenton Trust Company and/or the Trentrusco Corporation loan account or
...

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