REA et al. v. THE ECLIPSE, (BRAITHWAITE, l aimant.)
135 U.S. 599
10 S.Ct. 873
34 L.Ed. 269
REA et al.
v.
THE ECLIPSE, (BRAITHWAITE, l aimant.)
May 19, 1890.
Robinson, Rea & Co., Kay, McKnight & Co., A. W. Cadman & Co., and Joseph McC. Biggert filed their libel in admiralty in the district court of the third judicial district of the territory of Dakota, April 7, 1881, against the steam-boat Eclipse, her tackle, apparel, and furniture, and against all persons intervening for their interest therein, in a cause of possession, civil and maritime, alleging—'first, that they are the majority of the owners of the steam-boat Eclipse, her tackle, apparel, and furniture, and, being such owners, on or about the 10th day of March, 1881, appointed one William Braith waite master of said vessel, to navigate and sail her for them, at the wages agreed upon between him and the said owners, and the said William Braithwaite continued to be such master until the 4th day of April, 1881, when the libelants removed him as master and appointed another as master in his place; second, that when the new master so appointed by libelants went on board said vessel, by their orders, to enter upon his duties as such master, the said William Braithwaite refused to give up the possession of the papers of said vessel to the said master or to the libelants, who have demanded the same, to the great damage of the libelants.' Process was prayed against the vessel and Braithwaite, and was issued accordingly, returnable on the first Tuesday of June then next. On the 15th of April, 1881, Braithwaite intervened as a claimant of the boat as 'trustee, one of the owners, and master,' averring that he was 'managing owner and master of said steamer, and is entitled to the possession and command thereof, and that no other person is entitled to the possession or command thereof.' The libel was amended by stating that 'the said Robinson, Rea & Co. owns a twenty-five hundred dollar interest in said steam-boat; the said Kay, McKnight & Co., four hundred and fifty dollar interest in said steamboat; the said Joseph McC. Biggert, a twenty-five hundred dollar interest in said steam-boat; the said A. W. Cadman & Co., a one hundred dollar interest in said steam-boat; that the only other person having an interest in said steam-boat is Wm. Braithwaite, who owns a twenty-five hundred dollar interest in said steamboat.' Braithwaite filed an answer and exception on the 6th of May. On the 4th of June the marshal returned that he had attached the boat under the process on the day it was issued, and that on the same day one Joseph Leighton put in a claim to the boat, and with the consent of the libelants, and upon Leighton's executing a stipulation of the value of $12,000, that being the amount agreed upon between him and libelants, he had delivered the boat to Leighton. On the 25th of May, 1881, Leighton and Jordan filed their claim in intervention as purchasers under a bill of sale, bearing date March 31, 1881, and prayed for a decree directing Braithwaite to execute a bill of sale of the Eclipse, and to deliver it and the papers of the steam-boat to them, and on his refusal that all his interest in the boat be transferred to them, and for costs, and such other relief as a court of admiralty is competent to give.
The cause was heard upon the pleadings and proofs, and the district court made its findings of fact and conclusion of law as follows: 'First. That the steamer Eclipse, at the time of the commencement of this action, was within the third judicial district of Dakota territory. Second. That on February 4, 1880, the claimant, William Braithwaite, and libelants, with the exception of Joseph McC. Biggert, made and entered into an agreement in writing as set forth in the fourth allegation in claimant's answer. Third. That subsequent to the execution of that agreement by the claimant a further clause was added, substituting the name of Joseph McC. Biggert for that of John D. Biggert, which was signed by all parties to the agreement except the claimant. Fourth. That subsequent to the executin of the agreement the parties paid in eight thousand and fifty dollars, and no more, in amounts as follows:
Capt. W. Braithwaite............... $2,500 00
John D. Biggert..................... 2,500 00
Robinson, Rea & Co.................. 2,500 00
Cadman & Co........................... 100 00
Kay, McKnight & Co.................... 450 00
—Fifth. That in pursuance of that agreement the claimant went from Pittsburgh, Pa., to Bismarck, D. T., in February, 1880, to be present when the said steamer Eclipse should be offered for sale by the United States marshal; and on the 18th day of February, 1880, the United States marshal sold said steamer at public auction at the port of Bismarck, and claimant bid her in, under and in pursuance of the agreement between him and libelants, for the sum of eight thousand five hundred and twenty-five dollars. Sixth. That claimant used in purchasing said steamer all of the money paid in by the parties to said agreement, viz., eight thousand and fifty dollars, and raised the balance of the purchase price, viz., four hundred and seventy-five dollars, on the credit of the said steamer, which was afterwards paid out of her earnings. Seventh. That the claimant, Wm. Braithwaite, and John D. Biggert, negotiated the purchase, and the marshal made the bill of sale to the claimant and John D. Biggert as trustees. Eighth. That the claimant, William Braithwaite, took possession of said steamer Eclipse as master, under and in pursuance of the said written agreement between him and libelants, and so continued in possession as master under said written agreement until he was removed by the United States marshal by virtue of the writ issued in this case. Ninth. That, immediately after the United States marshal took possession of the said steamer, he removed the claimant, and delivered the possession of the same to intervenors, without any order to do so from this court. Tenth. That said steamer was run by claimant during the navigation season of 1880 under said written agreement, and earned eight thousand dollars, which went in to the hands of the financial agent under said agreement; and the same has not been apportioned or distributed. Eleventh. That on February 2, 1881, libelants and claimant signed 'Exhibit A' of the intervention and petition of Joseph Leighton and Walter B. Jordan. At that time, said steamer was lying in the Missouri river, a little below Ft. Benton. Twelfth. That the committee named in said exhibit made a conditional agreement with Charles Batchelor, agent for Joseph Leighton, to sell said steamer for eleven thousand five hundred dollars, if she should not be damaged to exceed five hundred dollars. Thirteenth steamer by libelants, transferring her to intervenors, but was not delivered, and the intervenors had not paid any money thereon, and the claimant never signed said bill of sale, but refused to sign the same, and notified intervenors and the committee that his interest in said steamer was not for sale, before any part of the purchase money had been paid by the intervenors, amounting to $2,500, before the commencement of this action,—was paid after they were notified that the claimant would not sell his interest in said steamer. Fourteenth. That the intervenors are not the sole owners of the said steamer, but the claimant, William Braithwaite, was at the time of the commencement of this action the owner of one-half interest therein, and part owner under and by virtue of the written agreement made with libelants. Fifteenth. That, at the time of the commencement of this action, libelants were not the owners of a majority interest in said steamer. Sixteenth. That there was due to the claimant under the written agreement with the libelants the sum of eight hundred dollars, for wages, at the time of the commencement of this action, and that no money whatever has been paid or tendered to him by any of the parties to this action. As a conclusion of law, I find 1 ) that the claimant, Wm. Braithwaite, is entitled to the possession of the steamer Eclipse.'
The agreement referred to in the second finding is as follows: 'Articles of agreement made and concluded the 4th day of February, in the year of our Lord eighteen hundred and eighty, between W. Braithwaite and John D. Biggert, parties of the first part, and Robinson, Rea & Co., Kay, McKnight & Co., and Cadman & Co., of the city of Pittsburgh, county of Allegheny, state of Pennsylvania, parties of the second part, witnesseth, that, whereas the steam-boat Eclipse is now hopelessly involved in debt, and the said parties of the second part being creditors of said steam-boat, and the said steam-boat is about to be forced to marshal's sale, it being a well-known and recognized fact the owners of said boat are unable to meet the indebtedness, and prevent such sale, the parties hereto, fearing a sacrifice, to protect their several interests, prevent such a sacrifice, and form a fund for bidding up (in) said boat, and afterwards, if knocked down to them, to provide a working capital to manage and run said steam-boat, covenant and agree as follows: First. That each of said parties shall contribute into a general fund the respective amounts set opposite their names, viz.:
Capt. W. Braithwaite................. $2,500
John D. Biggert....................... 2,500
Robinson, Rea & Co.................... 2,500
Cadman & Co............................. 100
Kay, McKnight & Co...................... 450
—Which several amounts are to be paid in cash by the respective parties to said parties of the first part, in case said steam-boat is purchased by them as herein provided; so much thereof as may be necessary to be used for paying such of the bid as may be necessary to be paid in cash, and the remainder to be used as working capital.
Second. That, in addition to said cash fund, the second parties are to contribute as capital the amounts of their respective claims against said steam-boat; and, in case said steam-boat is bought by the parties hereto, their claims are not to be paid at once, but to be receipted for by them, and afterwards paid as hereinafter provided for.
Third. When said steam-boat is put up at marshal's sale, the same is to be bid by said parties of the first part to such an amount as a majority in interest of said amount, $10,000.00, may determine, and be put in the name of W. Braithwaite and John D. Biggert as trustees, and be held by them thereafter, as such trustees, for the following uses and purposes: First that the same be managed and run in the interest of all the parties hereto, said William Braithwaite to act as captain, and John D. Biggert as financial agent; the said Braithwaite to receive a salary of $150 per month, and said John D. Biggert to receive a salary of $100 per month, during the time she is so run in the interest of the parties hereto.Fourth. Out of the earnings of said steam-boat, the respective claims of the said parties of the second part are first to be paid; and, secondly, the full amount of their respective portions of said $10,000 advancement is to be paid, and, when said parties of the second part are fully paid, then this trust shall cease and determine, and the said steam-boat shall remain wholly to the use and benefit of the said Wm. Braith waite and J. D. Biggert, their executors, administrators, and assigns.'
Exhibit A, referred to in the eleventh finding, is asfollows: 'Pittsburgh, Penn., February 2d, 1881. We, the undersigned, creditors and trustees of the steamer Eclipse, hereby appoint William Rea, John D. Biggert, and J. C. Kay our committee to effect sale of said steamer, granting unto them, or a majority of them, power to accept any offer which they may receive for the purchase of the steamer, it being expressly understood that they shall not accept any offer of less than eleven thousand five hundred dollars cash, or equivalent in approved paper.'
Thereupon judgment was rendered dismissing the libel, and also the intervening petition, with costs to be taxed against the libelants and intervenors, respectively, and ordering the marshal to deliver the possession of the steam-boat Eclipse, her tackle, apparel, and furniture, to the claimant, William Braith waite. This judgment was affirmed by the supreme court of the territory, and the cause brought to this court by appeal.
G. W. Guthrie and W. Hallett Phillips, for appellants.
J. G. Bigelow, for appellee.
Mr. Chief Justice FULLER, after stating the facts as above, delivered the opinion of the court.
Circuit courts, in deciding causes of admiralty and maritime jurisdiction on the instance side of the court, are required to find the facts and the conclusions of law upon which their judgments and decrees are rendered, stating them separately; and we are limited, in reviewing such judgments and decrees, to a determination of the questions of law arising upon the record, and to such rulings of the court, excepted to at the time, as may be presented by a bill of exceptions prepared as in actions at law. 18 St. 315; The Gazelle, 128 U. S. 474, 484, 9 Sup. Ct. Rep. 139. And this judgment of the supreme court of Dakota territory is subject to review in the same manner, and under the same regulations. Rev. St. § 702.
By the purchase of the steamer, on the 18th of February, 1880, under the agreement dated the 4th day of that month, Braithwaite and Biggert acquired the legal title to be held in trust for the payment to the 'parties of the second part.' Cadman & Co., Robinson, Rea & Co., and Kay, McKnight & Co., of their claims as creditors, and their advances to assist Braithwaite and Biggert to make the purchase. When this was accomplished, Braith waite and Biggert were to remain equal owners of the boat, freed from the incumbrance. Joseph McC. Biggert seems to have been substituted for John D. Biggert; but, as our conclusion is reached without regard to that circumstance, they will be treated as one. The agreement provided that the steamer was to be commanded by Braithwaite, and she was accordingly run by him during the navigation season of 1880, and earned $8,000, which went into the hands of Biggert, who was financial agent under the agreement; but this money had not been apportioned and distributed when the libel was filed. On the 2d of February, 1881, Braithwaite and Biggert, the trustees, and Robinson, Rea & Co., Cadman & Co., and Kay, McKnight & Co., the creditors, by a written memorandum signed at Pittsburgh, appointed Rea, Biggert, and Kay a committee to effect the sale of the steamer, with power to accept any offer of not less than $11,500 cash, or the equivalent in approved paper. At this time the steamer was lying in the Missouri river, a little below Ft. Benton; but it appears from the intervenors' petition that on or about April 1st she had been released from the ice in which she had wintered, and been brought down to Bismarck by her master, Braithwaite. The court found that the committee made a conditional agreement with Leighton's agent to sell the steamer for $11,500, if she should not be damaged to exceed $500; that a bill of sale was made by libelants, April 1, 1881, transferring the boat to the intervenors, but it was not delivered, or any money paid thereon; that Braith waite refused to sign it, and notified the intervenors and the committee that his interest was not for sale, after which the intervenors paid the sum of $2,500; that Braithwaite was the owner of one-half interest in the steamer when the action was commenced; and that $800 was due to him for wages under the written agreement with the libelants, no part of which had been paid or tendered to him by any of the parties.
The memorandum of February 2d was obviously entered into in view of the situation of the Eclipse as she lay locked up in the ice just below Ft. Benton, and not as she was when safe in the port of Bismarck; and the authority vested in the committee to effect a sale was limited to the acceptance of an offer of not less than a certain amount in cash, or t § equivalent. A contract for a sale conditioned on how much the vessel might turn out to have been damaged by her environment, and extrication therefrom, was not within the power conferred, which contemplated only a sale for a sum certain at the risk of the buyer, and did not embrace an executory contract dependent on a contingency. We are of opinion, upon the facts found, that nothing had been done which operated to divest the legal title, and that, when the libel was filed, that title was in Braithwaite and Biggert, and the interest of the intervenors and of Biggert's co-libelants was equitable, merely. Braith-waite was the legal owner of one-half, and was the master in possession. Of that possession he could not be deprived on the ground set up in the libel, that the libelants were a majority of the owners, for such was not the fact; and, moreover, he was not only part owner and master, but by the written agreement, which was still subsisting, was entitled to such possession as master, and therefore not liable to removal under section 4250 of the Revised Statutes, which provides that 'any person or body corporate having more than one-half ownership of any vessel shall have the same power to remove a master who is also part owner of such vessel as such majority owners have to remove a master not an owner,' but that the section shall not apply 'where there is a valid written agreement subsisting, by virtue of which such master would be entitled to possession.'
So far as the creditors and intervenors were concerned, if the former desired to wind up the trust, or the latter to enforce an alleged contract of sale, which is, indeed, what is asked by this intervention, they should have resorted to a different tribunal. While the court of admiralty exercises its jurisdiction upon equitable principles, it has not the characteristic powers of a court of equity. It cannot entertain a bill or libel for specific performance, or to correct a mistake, (Andrews v. Insurance Co., 3 Mason, 6, 16,) or declare or enforce a trust or an equitable title, (Ward v. Thompson, 22 How. 330; The Amelia, 6 Ben. 475; Kellum v. Emerson, 2 Curt. 79,) or exercise jurisdiction in matters of account merely, (Grant v. Poillon, 20 How. 162; Minturn v. Maynard, 17 How. 477; The Oceam Belle, 6 Ben. 253,) or decree the sale of a ship for an unpaid mortgage, or declare her to be the property of the mortgagees, and direct possession of her to be given to them, (Bogart v. The John Jay, 17 How. 399.) The jurisdiction embraces all maritime contracts, torts, injuries, or offenses; and it depends, in cases of contract, upon the nature of the contract, and is limited to contracts, claims, and services purely maritime, and touching right and duties appertaining to commerce and navigation. People's Ferry Co. v. Beers, 20 How. 393, 401. There was nothing maritime about the claims of the intervenors, and the intervention was properly dismissed for want of jursidiction over the subject-matter.
The opinion of the supreme court of Dakota, by CHURCH, J., will be found reported in 30 N. W. Rep. 159, and deals with the facts in more detail than we have been at liberty to do. We agree with the results arrived at by that court, and its judgment is therefore affirmed.
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