Remington Rand Inc. v. Societe Internationale, 10739.

• Decision Date: 29 March 1951
• Docket Number: No. 10739.,10739.
• Citation: 188 F.2d 1011,88 US App. DC 275
• Parties: REMINGTON RAND INC. v. SOCIETE INTERNATIONALE POUR PARTICIPATIONS INDUSTRIELLES ET COMMERCIALES S. A. etc. et al.
• Court: U.S. Court of Appeals — District of Columbia Circuit

88 US App. DC 275, 188 F.2d 1011 (1951)

REMINGTON RAND INC. v. SOCIETE INTERNATIONALE POUR PARTICIPATIONS INDUSTRIELLES ET COMMERCIALES S. A. etc. et al.

No. 10739.

United States Court of Appeals District of Columbia Circuit.

Argued January 15, 1951.

Decided March 29, 1951.

William P. MacCracken, Jr., and Urban A. Lavery, Washington, D. C., with whom Homer Cummings, J. Edward Burroughs, Jr., and Frank C. Sterck, all of Washington, D. C., were on the brief, for appellant. George C. Pendleton, Washington, D. C., also entered an appearance for appellant.

John J. Wilson, Washington, D. C., with whom Donald Hiss, Washington, D.C., was on the brief, for appellee Societe Internationale Pour Participations Industrielles et Commerciales S. A. Etc. Jo V. Morgan, Jr., Washington, D. C., also entered an appearance for that appellee.

Ralph S. Spritzer, Atty., Department of Justice, of the Bar of the Court of Appeals of New York, Washington, D. C., pro hac vice, by special leave of Court, with whom Asst. Atty. Gen. Harold I. Baynton and George B. Searls, Atty., Department of Justice, Washington, D. C., were on the brief, for appellees J. Howard McGrath, Atty. General of the United States, and Georgia Neese Clark, Treasurer of the United States.

Before EDGERTON, PROCTOR and FAHY, Circuit Judges.

PROCTOR, Circuit Judge.

This appeal is from a final judgment of the District Court dismissing an amended intervening complaint of Remington Rand Inc. (appellant) after trial on the merits. Entry of the judgment was directed upon an express determination by the court that there was no just reason for delay. Fed. R.Civ.P. 54(b), 28 U.S.C.A. The main action, yet untried, awaits the outcome of this appeal.

Societe Internationale Pour Participations Industrielles Et Commerciales S. A. (appellee), a Swiss corporation, (referred to as Interhandel), sued the Attorney General and the Treasurer of the United States under Section 9(a) of Trading With the Enemy Act as amended, 50 U.S.C.A.Appendix, § 9(a), for return of 455,624 shares of Common A stock, 2,050,000 shares of Common B stock of General Aniline & Film Corporation, some $2,000,000 cash, and other securities. These assets of Interhandel were seized in 1942 and 1943 by the Alien Property Custodian pursuant to vesting orders made under authority of said Act. They are now held by the Attorney General as successor to the Custodian.

Remington Rand's intervention rested upon an asserted contingent right to the General Aniline stock. The claim grows out of negotiations at Basle, Switzerland, which Remington Rand alleges resulted in a "binding agreement"¹ by Interhandel to sell said stock to Remington Rand or one of its "group" for $25,000,000 "if and when" Interhandel recovered the stock and other property under seizure in the United States, and all discrimination against Interhandel, its directors, principal and associated companies was removed. Alleging that it was ready and willing to make the purchase upon delivery of the General Aniline stock, Remington Rand charged that Interhandel refused to recognize the obligation and had declared an intention to dispose of the stock in disregard thereof. Accordingly, Remington Rand prayed for a judgment declaring it to be entitled to the stock when the conditions were fulfilled and that Interhandel be restrained and enjoined from disposing of the same.

Among several defenses, Interhandel denied existence of a legally binding contract to sell the General Aniline stock. It insisted that there had been only a "gentlemen's agreement," not legally binding under Swiss law.² The agreement, Interhandel asserted, was in the form of an oral "declaration" to Remington Rand, made June 6, 1946, at Basle, Switzerland, that if within a specified time³ Remington Rand made a licensed offer to purchase the stock for $25,000,000 the same would be accepted, provided, as conditions precedent, that said stock and all other vested assets of Interhandel in the United States had been returned, the discriminations removed, and the $25,000,000 paid at Basle. Admittedly, none of these conditions were fulfilled. However, on May 5, 1947, while the declaration still stood, American Aniline and Chemical Co., Inc., a Remington Rand subsidiary, purporting to act as one of the "group" and as "assignee" of Remington Rand, submitted an offer to Interhandel to purchase the General Aniline stock at the "agreed" price. Later, American Aniline reassigned to Remington Rand, who stands upon such action as constituting a legally effective offer within the scope of Interhandel's declaration. Remington Rand insists that the offer as made was all that was required until return of the vested assets. Interhandel contends that fulfillment of the conditions was a prerequisite to submission of a competent offer.

Two fundamental questions were raised. Did the Interhandel declaration...