Tool Company v. Norris

• Decision Date: 01 December 1864
• Citation: 2 Wall. 45,69 U.S. 45,17 L.Ed. 868
• Parties: TOOL COMPANY v. NORRIS
• Court: U.S. Supreme Court

69 U.S. 45

17 L.Ed. 868

2 Wall. 45

TOOL COMPANY v. NORRIS.

December Term, 1864

IN July, 1861, the Providence Tool Company, a corporation created under the laws of Rhode Island, entered into a contract with the Government, through the Secretary of War, to deliver to officers of the United States, within certain stated periods, twenty-five thousand muskets, of a specified pattern, at the rate of twenty dollars a musket. This contract was procured through the exertions of Norris, the plaintiff in the court below, and the defendant in error in this court, upon a previous agreement with the corporation, through its managing agent, that in case he obtained a contract of this kind he should receive compensation for his services proportionate to its extent.

Norris himself, it appeared,—though not having any imputation on his moral character,—was a person who had led a somewhat miscellaneous sort of a life, in Europe and America. Soon after the rebellion broke out, he found himself in Washington. He was there without any special purpose, but, as he stated, with a view of 'making business—anything generally;' 'soliciting acquaintances;' 'getting letters;' 'getting an office,' &c. Finding that the Government was in need of arms to suppress the rebellion, which had now become organized, he applied to the Providence Tool Company, already mentioned, to see if they wanted a job, and made the contingent sort of contract with them just referred to. He then set himself to work at what he called, 'concentrating influence at the War Department;' that is to say, to getting letters from people who might be supposed to have influence with Mr. Cameron, at that time Secretary of War, recommending him and his objects. Among other means, he applied to the Rhode Island Senators, Messrs. Anthony and Simmons, with whom he had got acquainted, to go with him to the War Office. Mr. Anthony declined to go; stating that since he had been Senator he had been applied to some hundred times, in like manner, and had invariably declined; thinking it discreditable to any Senator to intermeddle with the business of the departments. 'You will certainly not decline to go with me, and introduce me to the Secretary, and to state that the Providence Tool Company is a responsible corporation.' 'I will give you a note,' said Mr. Anthony. 'I do not want a note,' was the reply; 'I want the weight of your presence with me. I want the influence of a Senator.' 'Well,' said Mr. Anthony, 'go to Simmons.' By one means and another, Norris got influential introduction to Mr. Secretary Cameron, and got the contract, a very profitable one; the Secretary, whom on leaving he warmly thanked, 'hoping that he would make a great deal of money out of it.'

But a dispute now arose between Norris and the Tool Company, as to the amount of compensation to be paid. Norris insisted that by the agreement with him he was to receive $75,000; the difference between the contract price and seventeen dollars a musket; whilst the corporation, on the other hand, contended, that it had only promised 'a liberal compensation' in case of success. Some negotiation on the subject was had between them; but it failed to produce a settlement, and Norris instituted the present action to recover the full amount claimed by him.

The declaration contained several counts; the first and second ones, special; the third, fourth, and fifth, general. The special ones set forth specifically a contract, that if he, Norris, procured the Government to give the order to the company, the company would pay to him, Norris, 'for his services, in obtaining, or causing and procuring to be obtained, such order, all that the Government might, by the terms of their arrangement with the company, agree to pay above $17 for each musket.' The general counts were in the usual form of quantum meruit, &c. but in these counts, as in the special ones, a contract was set forth on the basis of a compensation, contingent upon Norris's procuring an order from the Government for muskets for the Tool Company; reliance on this contingent sort of contract running through all the counts of the declaration. There was no pretence that the plaintiff had rendered any other service than that which resulted in the contract for the muskets.

On the trial in the Circuit Court for the Rhode Island District, the counsel of the Tool Company requested the court to instruct the jury, that a contract like that declared on in the first and second counts was against public policy, and void; which instruction the court refused to give. The same counsel requested the court to charge, 'that upon the quantum meruit count the plaintiff was not entitled in law to recover any other sum of money, for services rendered to the Tool Company in procuring a contract for making arms, than a fair and reasonable compensation for the time, speech, labor performed, and expenses incurred in performing such services, to be computed at a price for which similar servies could have been obtained from others.' The court gave this instruction, with the exception of the last nine words in italics. The jury found for the defendant on the first and second—that is to say, upon the special—counts, and for the plaintiff on the others, and judgment was entered on $13,500 for the plaintiff. The case came, by writ of error, here.

Messrs. Payne and Thurston for the Tool Company, plaintiff in error: The general principle that 'many contracts which are not against morality are still void as being against sound policy,' is one that was distinctly announced so long ago, at least, as Lord Mansfield's day,¹ and one which will not be denied. Thus, no recovery can be had upon a contract for the payment of a part of the profits of an office to the former incumbent, in consideration of his resignation of such office;² and the principle has been extended to the case of a contract stipulating merely for the resignation of an office, without any agreement to exert any influence toward the appointment of a successor, and this, too, where the sum agreed to be paid for such resignation was only an equitable return of a portion of a sum of money previously paid by the retiring officer upon a like contract to his successor, who had also been his predecessor in the same office.³ In consistency with the doctrine that benefits from the Government ought not to be the result of any corrupting influence, but should be awarded on the principle of detur digniori, it has been held that an agreement on the part of one person to pay a sum of money to another person, as an inducement for the latter not to propose to carry the mail upon a certain post-route in opposition to the former, is against public policy and void, although no act whatever was done by the party, to whom the promise was made, to influence the success of the other party's application, and the applicant was a suitable and responsible man to perform the service.⁴ Similar principles governed the court in the Vermont case of Pingry v. Washburn,⁵ where it refused to sustain an agreement to pay a sum of money for withdrawing opposition to the passage of an act affecting the interest of a corporation. The Supreme Court of Massachusetts, in Boynton v. Hubbard,⁶ remark, in reference to the class of illustrations now being considered: 'It is upon this same principle that bargains to procure offices are rescinded, not on account of fraud in either of the parties, but for the sake of the public, because they tend to introduce insuitable persons into public offices.'

Another, and a large class of cases to which the principle has been applied, relate to agreements for compensation for procuring legislation. All such have, without an exception, been held to be void. In Marshall v. Baltimore and Ohio Railroad Co.,⁷ this court stated that it was an undoubted principle of the common law that it will not lend its aid to enforce a contract 'which tends to corrupt or contaminate, by improper influences, the integrity of our social or political institutions.' And again: 'Bribes in the shape of high contingent compensation must necessarily lead to the use of improper means and the exercise of undue influence. Their necessary consequence is the demoralization of the agent who covenants for them.'

That it is not necessary for the element of sinister or personal influence to be contemplated by the agreement, or to be, in fact, resorted to by the agent, in order to render such agreement for service obnoxious to the law, is directly asserted in other cases. The plaintiff in Harris v. Roofs⁸ sought to recover in indebitatus assumpsit, and on a quantum meruit, for his services and expenses in prosecuting before the legislature of New York a claim, in behalf of the defendant, to a certain tract of land derived under an Indian grant. It does not appear from the case that the plaintiff was to observe any secrecy, or that his true representative character was not fully understood. Neither was it suggested that he was expected to employ, or did in fact make use of, any sinister or improper influence with the members of the legislature. It was shown that he appeared at hearings of the committee to whom the same was referred, and that the value of his services to the plaintiff, and the expenses by him incurred during his stay in Albany, were equal to the amount charged, which was not a large sum, he having failed of establishing the defendant's title. Some question was made whether his compensation was not to be contingent, as was proved to have been the agreement with a former agent of the defendant in the same business. The court, however, use the following language: 'Even without any...