State ex rel. Superior Ship Building Co. v. Beckley

Rosenberry, J. Brief of appellant contains no assignment of errors as required by Rule 10, and after a very brief [277] statement of facts proceeds at once to the argument of a number of abstract questions. Inasmuch as the controlling question in this case is, In whom was the title to the property in question on the respective dates mentioned ? we may assume that the contention of the appellant is that the court erred, as a matter of law, in holding that it was not in the Company. It is contended by appellant that under the provisions of sub. (1), sec. 1038, Stats., the property exempt from taxation is “that owned exclusively by the United States or by this state,” and that the property in question was not exclusively that of the United States but that the Company had some interest therein. When the facts and circumstances which surrounded the parties at the time these contracts were entered into are considered, the purpose of those provisions of the contract which attempt to pass title to the property and vessels under construction is plain. The interest to be served was a public interest in its widest application. The fate of the whole contest in which the world was then engaged depended upon shipping, and every nation engaged in the war was endeavoring by all possible means to construct in the shortest possible space of time vessels to supply their respective needs. The cóntract shows that the greatest care was exercised on behalf of the Fleet Corporation and the officers representing the government of the United States to retain at all times complete control over vessel-building operations. If it is possible to use language which is plain and definite passing the title to partially constructed vessels and the materials on the premises designed therefor, it must be conceded that the language of the contract in this case does it. Indeed it is very doubtful if under the terms of the contract the title to any considerable part of the materials wrought into these vessels was ever in tht-Company. The materials were bought under specifications prepared and delivered to the companies fabricating the same directly by the government and paid for, and when delivered under the [278] terms of the contract the title to this material was undoubtedly in the United States. Under the contract, and in fact, the Company had surrendered possession of its own property to the United States government and was little more than an agency employed by the government and the Fleet Corporation to do certain work. In the case of U. S. v. Ansonia B. & C. Co. 218 U. S. 452, 31 Sup. Ct. 49, a similar question, although under different circumstances, was presented to the court. It was there held: “It is undoubtedly true that the mere facts that the vessel is to be paid for in instalments as the work progresses, and to be built under the superintendence of a government inspector, who had power to reject or approve the materials, will not of themselves work the transfer of the title of a vessel to be constructed, in advance of its completion. But it is equally well settled that if the contract is such as to clearly express the intention of the parties that the'builder shall sell and the purchaser shall buy the ship before its completion, and at the different stages of its progress, and this purpose is expressed in the words of the contract, it is binding and effectual in law to pass the title.” The fact that the contract contained other clauses relating to insurance, the duty of the Company to restore the property in case of destruction by fire, and the payment of valid taxes, if any, does not operate to modify the clear intent of the parties as expressed in the language of the contract relating to the time when the title shall pass. By the clause of the contract referred to the title to the vessels passed to and was in the United States exclusively. This applies not only to- the vessels wholly or partially completed, but tO' all materials for the furtherance of the work under the contract. It was therefore by law exempt from taxation. Many other questions are discussed by counsel which we find it unnecessary to consider in the view which we take of this case. It is undisputed that the material was furnished and the vessels constructed under the contract containing the [279] clause in question, and the exact relationship of the American Ship Building Company to the Superior Ship Building Company, or the exact powers and duties of the Fleet Corporation, are immaterial. Under the terms of the contract as executed, the title to the vessels, wholly or- partially completed, as well as the material, passed to the United States. By the Court. — Judgment affirmed.