Sloan Shipyards Corp. v. United States Shipping Bd. Emergency Fleet Corporation

Mr. Justice Holmes delivered the opinion of the court. These cases present in different ways the question of the standing of the United States Shipping Board Emergency Fleet Corporation in the Courts — the first two,whether it so far embodies the United States that these suits should have been brought in the Court of Claims; the third whether it is entitled to a preference against a bankrupt which it is asserted would belong to the.United States if the United States claimed in its own name. The facts material at this stage can be told in a few words. The Shipping Act of September 7, 1916, c. 451, 39 Stat. 728, passed no doubt in contemplation of the possibility of' war, to create a'naval reserve and merchant marine, established the United States Shipping Board and gave it power to form a corporation under.the laws of the District of Columbia for the purchase, construction and operation of merchant vessels — the corporation to be dissolved “ at the expiration of five years from the conclusion of the present European war.” The stock was ■not to exceed $50,000,000, and the Board was authorized to purchase not less than a majority of such stock. War was declared on April 6, 1917, and the corporation was formed on the 16th of the same month. *565 The first case is a bill brought by the Sloan Shipyards Corporation, the Capital City Iron Works and the Anacortes Shipbuilding Company. According to the allegations, on May 18, 1917, the new corporation made an elabórate contract with the Sloan. Shipyards Corporation for the building by the latter of sixteen wooden vessels. At that time the Emergency Fleet Corporation had only the powers given by the incorporation laws of the District. The work was begun by the Sloan Shipyards Corporation and by the two other complainants,, which were subsidiary companies organized for the purpose of carrying out that contract, and went on until December 1, 1917, at which time the Fleet Corporation refused to make further pay-ments required by the contract, unlawfully took possession of all the property of the three companies named, has retained it ever since, and has done a series of acts causing them great loss. It is alleged that the defendant having thus got the Sloan Shipyards Corporation wholly'within its power compelled it to execute another contract set forth. The bill seeks to have this contract set aside, to have an accounting on the footing of the original contract of May 18, to have the defendant charged with all indebtedness incurred since December 1, 1917, and required to restore the properties described in the' bill. The bill was dismissed by the District Court on the ground that as the claim was for more than $10,000 the suit must be brought in the Court of Claims. 268 Fed. 624; 272 Fed. 132. The Shipping Act contemplated a corporation in which private persons might be stockholders and which was to be formed like any business corporation under the laws of . the District, with capacity to sue and be sued. The United States took all the stock but" that did not affect the legal position of the company. United States v. Strang, 254 U. S. 491. At that stage the original contract was made. Subsequently the powers of the corporation *566 were greatly enlarged. On July 11, 1917, the President delegated to it the powers that had been conferred upon him by the Act of June 15, 1917, c. 29, 40 Stat. 182, applicable to the construction, purchase and requisitioning of vessels in process of construction and of materials for ship construction, and delegated to the Shipping Board his powers to take by purchase or requisition constructed vessels and the operation of all vessels, acquired by the United States, with authority to exercise these powers either directly or through the Fléet Corporation. Whether the Fleet Corporation did or could’ rely upon this delegation in its alleged acts óf December, 1917, or whether it purported to be acting under powers conferred upon it by the contract does not appear from the allegations of the bill. Subsequently the Fleet Corporation by successive acts and proclamations was authorized to condemn various forms of property. Act of March 1, 1918, c. 19, 40 Stat. 438. April 22, 1918, c. 62, 40 Stat. 535. July 9, 1918, c. 143, 40 Stat. 845, 888. November 4, 1918, c. 201, 40 Stat. 1020, 1022. Executive Order of December 3, 1918, delegating all powers as to ship or plant construction and ratifying previous acts. Perhaps it is enough to add a reference to the Act of June 5, 1920, c. 250, .41 Stat. 988, 993, continuing the existence of the Fleet Corporation and its authority to operate vessels until all vessels are sold as directed by the act, § 11, but transferring the title to the Shipping Board. § 4. These provisions sufficiently indicate the enormous powers ultimately given to the Fleet Corporation. They have suggested the argument that it was so far put in place of the sovereign as to share the immunity of the sovereign from suit otherwise than as the sovereign allows. But such a notion is a very dangerous departure from one of the first principles of our system of law. The sovereign properly so called is superior to suit for reasons that often have been explained. But the general rule is that any *567 person within the jurisdiction always is amenable to the law. If he is sued for conduct harmful to the plaintiff his only shield is a constitutional rule of law that exonerates him. Supposing the powers of the Fleet Corporation to have been given to a single man we doubt if anyone would contend that the acts of Congress and the delegations of authority from the President left him any less liable than other grantees of the power of eminent domain to be called- upon tq defend himself in court. An instrumentality of government he might be and for the greatest ends, but the agent, because he is agent, does not cease to be answerable for his acts. Osborn v. Bank of United States, 9 Wheat. 738, 842, 843; United States v. Lee, 106 U. S. 196, 213, 221. The opposite notion left some traces in the law, 1 Roll. Abr. 95, Action sur Case, T., but for the most part long has disappeared. If what we have said is correct it cannot matter that the agent is a corporation rather than a single man. The meaning of incorporation is that you have a person, and as a person one that presumably is subject to the general rules of law/ The only serious question is whether special remedies have been provided by statute that displace those that otherwise would be at the plaintiff’s command. The Acts of April 22, 1918, c. 62, § 3, 40 Stat. 535, and of July 18, 1918, c. 157, § 13, 40 Stat. 913, 916, give compensation for a plant taken by the President under the powers conferred by the Act of June 15, 1.917, c. 29, 40 Stat. 182, and otherwise, with a resort for claims exceeding $10,000 to the Court of Claims; in the later act, by a suit against the United States. But the taking possession» of the plaintiffs’ plants on December 1, 1917, is alleged to have been unlawful and it cannot be assumed at this stage that the act of the Fleet Corporation was in pursuance of any powers then delegated to it or was within the ratification of December 3, 1918. The plaintiffs are not suing the United States but the Fleet Corporation, and if its act *568 was unlawful, even if they might have sued the United States, they are .not cut off from a remedy against the agent that did the wrongful act. In general the United States cannot be sued for a tort, but its immunity does not extend to those that acted in its name. It. is not impossible that the Fleet Corporation purported to act under the contract giving it the right to take possession in certain events, but that the plaintiffs can show .that the events had not occurred. The District Judge gave weight to the phrase in the general incorporation law of the District that corporations formed under it shall be capable of - suing and being sued in any Court in the District. Code, D. C. § 607. But we do not read those words as putting District corporations upon a different footing •from those formed under the laws of the States. We attach no importance to the fact that the second ' contract, alleged to have been illegally extorted, was n^ade with the Fleet Corporation “ representing. the United States of America.” The Fleet Corporation was-the contractor, even if the added words had any secondary effect. But the bill alleges that -it was brought about by the wrongful act of the Fleet Corporation. The conclusion that we reach is that the District Court erred in dismissing the bill and we regard it as led up to and almost required by the decisions heretofore reached in The Lake Monroe, 250 U. S. 246, and United States v. Strang, 254 U. S. 491. See further Dakota Central. Telephone Co. v. South Dakota, 250 U. S. 163, 177, 178. Northern Pacific Ry. Co. v. North Dakota, 250 U. S. 135, 152. The transfer of the property of the Fleet Corporation to the Shipping Board by the Act of June 5, 1920, c. 250, § 4, 41 Stat. 988, 990, may affect the value' of the remedy afforded by the ■ present suit but not the jurisdiction of the Court. It is suggésted that there, will be lack of uniformity if suits can be brought in State Courts. This consideration cannot control our conclusion from the statutes. But it *569 is not very serious since such suits against this Corporation can be removed to the Courts- of the United States, Pacific Railroad Removal Cases, 115 U. S. 1, and after-wards are subject to review here. Creswill v. Grand Lodge Knights of Pythias, 225 U. S. 246, 258. Southern Pacific Co. v. Stewart, 245 U. S. 359; ibid. 562. The change in the law by the Act of January 28, 1915, c. 22, § 5, 38 Stat. 803, 804, extends only to railroads. The.. decree of the District Court must be reversed. In the next case the Astoria Marine Iron Works sued in a State Court for breach of a contract set forth. The. suit was removed to the District Court and there dismissed upon demurrer on the same ground as the last — that the only remedy was in the Court of Claims. 270 Fed. 635. This contract was made on February 1, 1919, when the character of the Fleet Corporation had been more fully developed and determined than in the previous case, and purported to be made with the Fleet Corporation, “ a Corporation organized and existing under the laws of the District of Columbia (herein called the ‘Corporation’), representing the United States of America, party of the second part.” Throughout the contract the undertakings of the party of the second part are expressed to be undertakings of the Corporation and it is this corporation and its officers that are to be satisfied in regard to what is required from the Iron Works. It is recognized that it may be necessary for the United States to exercise complete control over the furnishing of supplies to the Iron Works and it is agreed that if required by the Corporation “ and/or the United States'” the Iron Works will furnish schedules, &c., &c. The whole frame of the instrument seems to us plainly to recognize the Corporation as the immediate party to the .contract. The distinction between it and the United States is marked in the phrase last quoted. If we are right in this, further reasoning seems to us unnecessary to show that there was jurisdic *570 tion of the suit. The fact that the corporation was formed under the general laws of the District of Columbia is persuasive, even standing alone, that it was expected to contract and to stand suit in its own person, whatever indemnities might be furnished by the United- States. The judgment in this case also must be reversed. The third case, as we have said, is a claim of priority in bankruptcy. It was asserted against the estate of the Eastern Shore Shipbuilding Corporation, in the District Court for the Southern District of New York, under a contract similar to that last described,-made by that Company with the Fleet Corporation “ representing the United States of America ” to construct six harbor tugs. The claim was presented by the Fleet Corporation in its own ■ name,, but was put forward by it as an instrumentality of the Government of the United States. It was denied successively by the referee, .the District Court and the Circuit Court of Appeals on the ground that the Fleet Corporation was a distinct entity, and that, whatever might be the law as to a direct claim of the United States, the Fleet Corporation stood like other creditors and was not to be preferred. 274 Fed. 893. The considerations that have been stated apply even more obviously to this .case. The order is affirmed. 308. Decree reversed. 376. Judgment reversed. 636. Order affirmed. Me. Chief Justice Taft, , with whom concurred Mr. Justice Van Devanter and Mr. Justice Clarke, dissenting.- I differ with the majority in the first two of these three cases. The question presented is one of the interpreta*-tion of the will of Congress. No one can contend that Congress in using the Fleet Corporation for its purposes might, hot have giver), it express immunity from suit as a *571 representative of the'United States.' What we have to. decide is whether in the mass of urgent legislation in respect to the Government’s construction and operation of • shipping made indispensable by the peculiar exigencies of the great war, Congress intended that this corporate agent should be subject to suit only as its principal is. I concede that the legislation originally creating this corporation, without express immunity from suit, naturally gives rise to the inference that Congress concluded that the greater freedom of action secured by carrying on business in corporate form was desirable and that in the absence of express provision for it, and in respect to what the corporation was originally intended to do, immunity can not be reasonably implied from the relation of the Government to the corporation and its interest in its business. As I read the record, however, the transactions in the two cases I am discussing, and which we have to consider, took place after the situation prompting the' creation of this corporation had greatly changed and after much additional legislation. The power to do the things which were here done, and which are the subjects of these suits, is not to be found in the act creating the Fleet Corporation or in legislation expanding its original faculties. It was power vested directly in the President himself, the exercise of which he was given express authority to delegate to an agent, who might be the Fleet Corporation. The act conferring this Presidential power provided a specific remedy for compensation to those whose property ■rights were invaded' by its exercise through award by the President and immediate payment of part due thereunder, • with the right to the claimant to litigate the justice of the whole award in the Court of Claims. The Fleet Corporation in the arrangements which it forced upon the claimants in these two cases to their detriment expressly declared1 that it acted as a representative of the United States. I think the proper construction to be put upon *572 the facts and the law is that these suits are in fact against the United States and can not be brought except in the manner and under the procedure provided by the statute for claims for compensation for acts done by authority of the President under the act vesting him with it. The opinion of the court is carefully drawn and if its conclusion is to rest merely on the nice distinction that it does not clearly appear from a proper construction of the pleadings that the acts here complained of were acts done under authority delegated by the President to the Fleet Corporation, as his agent, then the question I have been discussing and which seems to me to be in these cases is not here decided, and will only arise 'on answer and evidence. I do not think that either the case of The Lake Monroe, 250 U. S. 246, or that of United States v. Strang, 254 U. S. 491, requires the conclusion reached herein by the majority of the court, and, indeed, their opinion is not clear and unqualified in reference to the effect of those cases. I should not think it necessary to record a difference with my brethren of the majority but for considerations of high public expediency which may properly weigh with us in construing a doubtful statute of Congress because they must have been in the mind of Congress in the enactment of the legislation. We are made aware of the very great number of suits pending and likely to arise out of the work of the Fleet' Corporation and the enormous total involved in them. ■ This was to be expected. Can Congress be supposed to have intended that these suits might •be brought in forty-eight different States and in courts of first instance of those States-with the lack of uniformity in the findings of fact and the conclusions of law likely to be encountered where trials are had. by courts and by courts and juries in so many-varying jurisdictions? Did it propose to allow the United States to be made liable in litigation anywhere or under any form of procedure *573 without any regulation on its part to secure a reasonable limitation of its own as to the time within which such suits shall be brought? The court suggests that judgments thus' obtained will be good only against the Fleet Corporation and the claimants must run the risk of getting a judgment against a debtor which can not pay. Congress has taken over all the assets of the Fleet Corporation so that such judgments will be valueless except as Congress shall conclude to pay them. If, in the judgments obtained in the various courts of the country, Congress shall find such variety of view as not to commend them to its sense of fairness, it will be slow to recognize its obligation to pay them, and we shall have a repetition of the history of the French Spoliation claims which for .many decades occupied the attention of appropriation committees of Congress and wore out their patience with results that have put in the hearts of claimants a deep sense of the injustice of Governments. On the other hand, a construction which will bring into one tribunal, the Court of Claims, the hearing and decision of this class of cases, will secure uniformity and dispatch and these two elements will make for justice and peace, because Congress pays the judgments of the Court of Claims against the United States in due course. The result reached by the court if it is to- go as far as I fear it must, even with the careful limitation of the language of the judgment, will make the existing confusion as to the claims against the Fleet Corporation worse confounded. It is to be hoped that, if the ultimate view of the court of the effect of the statutes under discussion is to spread this litigation all over the country with ineffective and doubtful results dependent on future approval of. Congress, Congress itself may by further remedial legislation avoid such an undesirable condition, unfavorable- both to the United States and the litigants! *574 As to the preference claimed against a bankrupt in No. 526 by the Fleet Corporation, I concur in the conclusion of the court that it can not be allowed under the statute as to preferences in bankruptcy, because I do not think it extends to claims of the United States except those for taxes.