A finding by the Court of Claims that there was no mutual
mistake between the parties in executing a release but that the
instrument expressed the intention of the United States as
previously agreed upon, although the other party had mistaken its
legal rights without the fault of the United States or its
officers, and that such failure to apprehend the legal effect of
the release did not make it the subject of reformation,
held in this case to be binding upon this Court.
The Court of Claims was established for the purpose of
considering the right of claimants to recover against the United
States, and its findings of fact upon matters within its authority
should be conclusive unless Congress otherwise provides.
When Congress, by special act, refers a case to the Court of
Claims with right of appeal to this Court, such appeal, unless the
act otherwise provides, is governed by rules applicable to cases
arising under the general jurisdiction of the court.
In this case, there being ample testimony to support the finding
of the Court of Claims that there was no mutual mistake in the
execution of a complete release, and there being no mistake in the
form of the instrument,
held that claimant was not
entitled to recover damages caused by delay in the government
furnishing material, as the release executed covered all such
claims, although the representative of the claimant may not have so
understood it.
In cases within its general jurisdiction, the Court of Claims
has jurisdiction to reform a contract for the purpose of
determining whether the claim, if established, is a valid one
against the United States.
United States v. Milliken Imprinting
Co., 202 U. S. 168.
46 Ct.Cl. 521 affirmed.
This action was brought in the Court of Claims to recover
damages on account of delay alleged to be the fault of the United
States in preventing completion according to contract of the
battleship
Massachusetts. The Court of Claims dismissed
the petition (46 Ct.Cls. 521).
Page 239 U. S. 222
Large sums were demanded for delays covering other periods than
are involved in this appeal, and the case as now presented concerns
the right to recover the sum of $27,984.99, being the damages which
the Court of Claims found accrued to the claimant for the period of
delay after February 1, 1896, for the period of three months and
twenty-nine days. The Court of Claims made certain findings of
fact, from which it appears that, after the making of the contract,
claimant arranged a systematic working program for the construction
of the vessel within the contract time, and would have completed
the vessel within time had it not been for the failure of the
United States to furnish materials to properly carry on the work,
which, by the terms of the contract, they had agreed to furnish;
that, by reason of such failure of the government, the completion
of the vessel was delayed for two years, six months, and nine days
beyond the contract period; that the armor to be furnished in
accordance with said clause was obtained by the United States from
other contractors, who, without any fault on the part of the
claimant, failed to complete the manufacture thereof in time to
deliver the same to the claimants as they had agreed. Omitting the
findings covered by the release and contract made on May 26th,
1896, and on February 1, 1896, and the amount of damages accruing
for such delay, as to the sum now in controversy the court found
that, on November 23, 1896, after the completion and delivery of
the vessel in accordance with the sixth paragraph of the nineteenth
clause of the contract, the balance of the amount due thereunder,
but held in accordance therewith until the final acceptance of the
vessel, was paid to the claimant, and the same was accepted and a
release approved by the Secretary of the Navy was entered into by
it without any written protest, in the terms following:
"Whereas by the eleventh clause of the contract,
Page 239 U. S. 223
dated November 18, 1890, by and between the William Cramp &
Sons Ship & Engine Building Company, a corporation created
under the laws of the State of Pennsylvania, and doing business at
Philadelphia, in said state, represented by the president of said
corporation, party of the first part, and the United States,
represented by the Secretary of the Navy, party of the second part,
for the construction of a coast line battleship of about 10,000
tons displacement, which for the purposes of said contract is
designated and known as coast line battleship No. 2, it is agreed
that a special reserve of sixty thousand dollars ($60,000) shall be
held until the vessel has been finally tried, provided that such
final trial shall take place within five months from and after the
date of the preliminary acceptance of the vessel; and"
"Whereas, by the sixth paragraph of the nineteenth clause of
said contract, it is further provided that, when all the
conditions, covenants, and provisions of said contract shall have
been performed and fulfilled by and on the part of the party of the
first part, said party of the first part shall be entitled, within
ten days after the filing and acceptance of its claims, to receive
the said special reserve, or so much thereof as it may be entitled
to, on the execution of a final release to the United States in
such form as shall be approved by the Secretary of the Navy, of all
claims of any kind or description under or by virtue of said
contract; and"
"Whereas the final trial of said vessel was completed on the
24th day of October, 1896; and"
"Whereas all the conditions, covenants, and provisions of said
contract have been performed and fulfilled by and on the part of
the party of the first part;"
"Now therefore in consideration of the premises, the sum of
$57,536.60, being the balance of the aforesaid special reserve to
which the party of the first part is entitled, being to me, in
hand, paid by the United States,
Page 239 U. S. 224
represented by the Secretary of the Navy, the receipt whereof is
hereby acknowledged, the William Cramp & Sons Ship & Engine
Building Company, represented by me, Charles H. Cramp, president of
said corporation, does hereby, for itself, and its successors and
assigns, and its legal representatives, remise, release, and
forever discharge the United States of and from all and all manner
of debts, dues, sum and sums of money, accounts, reckonings,
claims, and demands whatsoever, in law or in equity, for or by
reason of, or on account of, the construction of said vessel under
the contract aforesaid."
"In witness whereof I have hereunto set my hand and affixed the
seal of the William Cramp & Sons Ship & Engine Building
Company this 23d day of November, A.D. 1896."
"The Wm. Cramp & Sons Ship & Engine"
"Building Company,"
"(Seal.) Chas. H. Cramp, President."
"Attest:"
"Theodore W. Cramp"
"Assistant Secretary"
The court sets forth the Act of June 10, 1896,
* referring
certain claims to the Secretary of the Navy for investigation and
report, and, in part, the report of the Secretary, made December
9th, 1896, as follows:
"I have considered carefully the nature of these claims
Page 239 U. S. 225
and the circumstances out of which they arose, and, while not
attempting to pass on the merits of the same or to determine the
amount, if any, that should be allowed on account of the matters
mentioned, the fact exists that there was delay in the completion
of the contracts beyond the time prescribed therein, and that such
delay was, in some measure at least, due to failure on part of the
government to obtain and furnish the contractors the armor for the
vessels as required, and, in my judgment, the interests of justice
demand that they should be referred to the Court of Claims, which
can consider these matters with more deliberation and care than
could be devoted to them by the committees of the two Houses of
Congress . . ."
"It will be observed that the contractors claim relief from the
binding force of these agreements on the ground that the same were
entered into by them under duress."
After consideration, the court finds the items of cost and
expense during the period of delay now under consideration, three
months and twenty-nine days, after February 1st, 1896, to amount to
the sum of $27,984.99, as already stated, and further finds:
"The claimant company submits for the consideration of the court
the evidence of the then Secretary of the Navy and the president of
the claimant company, who signed the contract on behalf of their
respective principals, along with certain other testimony, taken
since the decision in the case of the
Indiana, to prove
that, at the time of the signing of the contract as aforesaid, it
was not within the minds of the parties so signing said contract
that the language of paragraph six of the nineteenth clause of said
contract, to-wit:"
"On the execution of a final release to the United States, in
such form as shall be approved by the Secretary of the Navy, of all
claims of any kind or description under or by virtue of this
contract"
"should embrace claims for unliquidated
Page 239 U. S. 226
damages of the character herein sued for, and that, insofar as
the language of said final release includes such unliquidated
claims, it was inserted by mistake, inadvertence, or accident, and
did not express the true intent of the parties, and that the same
should be so reformed as to exclude such claims."
"The court, after due consideration of the evidence aforesaid as
well as the evidence adduced on behalf of the defendants, finds
that there was no mutual mistake between the parties in the
execution of the contract or the releases thereunder; that the
language of said contract and releases expressed the intention and
purpose of the United States as previously agreed upon, though the
contracting party on behalf of the claimant company may have
mistaken its legal rights thereunder."
"Upon the foregoing findings of fact, the court finds the
ultimate facts, so far as they are questions of fact: (1) that, at
the time of the execution of the releases set forth in finding V,
the claimant company was not, by reason of the acts or delays of
the government, under duress, and (2) that there was no mutual
mistake between the parties in the execution of the contract or the
final release thereunder, as the same expressed the true intent and
purpose of the United States, and the failure of the officers of
the claimant company to apprehend the legal effect thereof was not
the fault of the United States or their officers, and that
therefore the same are not the subject of reformation."
As a conclusion of law, the court decided on the authority of
United States v. Cramp, 206 U. S. 118,
that the claimant was not entitled to recover, and dismissed the
petition.
Page 239 U. S. 227
After making the foregoing statement, MR. JUSTICE DAY delivered
the opinion of the Court.
The contract in this case and the release above set forth are in
the form shown in
United States v. Cramp, 206 U.
S. 118, and, except for the considerations to be later
dealt with, the present case is ruled by that unless relief in
equity can be had, for it was there held that a release executed in
the matter of the contract for the battleship
Indiana
included all claims which grew out of the performance of the
contract, although not arising from the actual construction of the
vessel. In the subsequent case of
Cramp and Sons v. United
States, 216 U. S. 494, the
case in 206 U.S. was distinguished because of the different form of
release executed in that case, which contained a proviso that it
should not include claims arising under the contract other than
those which the Secretary of the Navy had jurisdiction to
entertain.
As the recital of facts definitely shows, the Court of Claims
found, after consideration of the evidence adduced upon behalf of
the claimant and the defendant, that there was no mutual mistake
between the parties in the execution of the contract and release,
and that the contract and release expressed the intention and
purpose of the United States, as previously agreed upon, though the
contracting party on behalf of the claimant company had mistaken
its legal rights. As ultimate facts, the court found, so far as the
same were questions of fact, that there was no mutual mistake
between the parties in the execution of the contract or the final
release; that the same expressed the true intent and purpose of the
United States, and that the failure of the officers of the claimant
company to apprehend the legal effect thereof was not the fault of
the United States or its officers, and was not the subject of
reformation. If we are governed by the findings of fact in this as
in other cases
Page 239 U. S. 228
coming from the Court of Claims, these findings conclude the
question of fact as to whether the testimony warranted a
reformation of the contract upon equitable principles.
The record contains a stipulation, signed by the Assistant
Attorney General and counsel for the claimant, in which it is
recited that, whereas one of the questions raised and decided by
the judgment of the Court of Claims is the right of the claimant to
equitable relief through the reformation of the contract in suit,
and the reformation of certain releases, and that evidence was
introduced in behalf of both parties, touching the facts upon which
the claimant founded its claim for equitable relief, subject to the
defendant's objection, and because the record was very voluminous
and contained the report of many proceedings not relevant to the
right to equitable relief, certain evidence bearing upon that point
was stipulated into the record. The stipulation concluded:
"Providing, however, that, on appeal, recourse shall be had to
the record of the proceedings and evidence next hereinbefore
mentioned for no purpose whatsoever, except for the consideration
and determination of the question with respect to the claimant's
right to the equitable relief aforesaid, it being understood and
agreed that the findings of fact filed by the court May 29, 1911,
shall not be affected in any other manner or for any other purpose
by the said proceedings and evidence."
In view of this state of the record, we are met with the
question whether, in cases coming from the Court of Claims of the
character of the one now under consideration, the findings of fact
are conclusive, as in other cases, or whether it is the duty of
this Court to determine for itself from the evidence sent up
whether the claimant is entitled to equitable relief necessary to
the establishment of his claim. The cases relied upon which it is
contended make it the duty of this Court to independently
Page 239 U. S. 229
consider the evidence are
Harvey v. United States,
105 U. S. 671, and
United States v. Old Settlers, 148 U.
S. 427, which we shall notice later on.
In this case, the Secretary of the Navy, as it appears from the
recital of the facts, recommended that action be brought in the
Court of Claims, and it was accordingly instituted in that court.
The Court of Claims was given jurisdiction under the Act of March
3, 1887 (c. 359, § 1, 24 Stat. 505), of all claims
"founded . . . upon any contract, expressed or implied, with the
government of the United States, or for damages liquidated or
unliquidated, in cases not sounding in tort, in respect of which
claims the party would be entitled to redress against the United
States either in a court of law, equity, or admiralty if the United
States were suable."
By the rules of this Court, the record from the Court of Claims
is required to contain a transcript of the pleadings in the case,
of the final judgment or decree of the court, and of such
interlocutory orders, rulings, judgments, and decrees as may be
necessary to a proper review of the case, and a finding by the
Court of Claims of the facts in the case established by the
evidence in the nature of a special verdict, but not the evidence
establishing them. These facts are to be the ultimate facts
established by the evidence, and not the evidence upon which the
ultimate facts are based.
Burr v. Des Moines R.
Co., 1 Wall. 99,
68 U. S.
102.
In the case of
District of Columbia v. Barnes,
197 U. S. 146, it
was held, under an act of Congress permitting parties to submit the
justice of their claims against the United States for work done in
the District of Columbia to the adjudication of a competent court,
that equitable jurisdiction was thereby conferred upon the Court of
Claims, sufficiently at least to order the reformation of a written
contract between the claimant and the District, and to award a
money judgment on the contract so reformed. In that case, it was
said that the findings of fact
Page 239 U. S. 230
would not be reviewed in this Court, but were regarded as
conclusive here, and that this Court would determine the questions
of law properly brought to its attention upon such findings.
In
United States v. Milliken Imprinting Co.,
202 U. S. 168,
which was a suit in the Court of Claims praying for the reformation
of a contract, and for damages for breach of the same as reformed,
this Court held that the Court of Claims, under the Act of March 3,
1887, had jurisdiction to reform the contract as a basis of a
judgment for money damages. In
United States v. Sisseton
Indians, 208 U. S. 561,
where a suit was brought under a special act of Congress giving the
Court of Claims jurisdiction to hear testimony and render final
judgment, this Court held that it would not go behind findings of
fact made by the Court of Claims, citing
McClure v. United
States, 116 U. S. 145, and
District of Columbia v. Barnes, supra. In the first of
these cases,
McClure v. United States, a motion was made
in this Court to order the Court of Claims to transmit to this
Court all the evidence upon which the case was heard and
determined, and, in default of sending up such evidence, to make
certain findings. The suit was brought under a special act of
Congress, referring the claims of one Daniel McClure to the Court
of Claims, with jurisdiction to hear and determine the same, and,
if the court should be satisfied that moneys charged against said
McClure as Assistant Paymaster General were not in fact received by
him, or that other just and equitable grounds existed for credits
claimed by him, to make a decree setting forth the amount to which
McClure was entitled, and that an appeal should be allowed to
either party as in other cases. This Court, after setting forth the
statutory authority of this Court to make rules and regulations and
the rules of this Court requiring findings of fact, declined to
make the order, and held that when Congress passes a special
statute
Page 239 U. S. 231
allowing a suit to be brought in the Court of Claims, with the
right of appeal to this Court, the appeal will be governed by the
rules applicable to cases arising under the general jurisdiction of
the Court unless provision is made to the contrary in the special
act. The court reviewed the case of
Harvey v. United States,
supra, and stated that it was under a special statute
authorizing the Court of Claims to proceed in the adjustment of
questions between the claimants and the United States as a court of
equity jurisdiction, and, according to the principles of equity
jurisprudence, reform such contract and render such judgment as
justice and right between the claimants and the government might
require. This Court said that the appeal given to this Court in the
Harvey case, under that particular statute, was an appeal
in equity, which would bring up for review the facts as well as the
law, according to equity practice. In the
Old Settlers
case,
supra, the action was brought under a special act of
Congress. In that case, it was held that it was the intention of
Congress by such special act to confer upon the court of a claims
the unrestricted latitude of a court of equity, stating an account,
distributing a fund, and framing a decree, and that to that statute
the doctrine of the
Harvey case applied, and this Court
proceeded to examine the evidence, after stating that it also had
the advantage of the findings of the Court of Claims.
The present case was brought under the jurisdiction conferred
upon the Court of Claims as in other cases. It is true that the
same was brought upon suggestion of the Secretary under the Act of
1896, requiring the Secretary to report whether, in his judgment,
Congress should act or the case should be referred to the Court of
Claims. In cases within the general jurisdiction of the Court of
Claims, it has jurisdiction to reform a contract for the purpose of
determining whether the claim, if established,
Page 239 U. S. 232
is a valid one against the United States.
United States v.
Milliken Imprinting Co. supra. There is no good reason which
authorizes this Court in such cases to undertake a consideration of
voluminous records and conflicting testimony to determine a matter
which is committed to the jurisdiction of the Court of Claims in
exercising the authority conferred by Congress upon that court, and
which is specifically within the rules of this Court, made under
authority of Congress, requiring the Court of Claims to certify
findings of fact and conclusions of law. The Court of Claims was
established for the purpose of considering the right of claimants
to recover against the United States, and when it finds facts upon
matters within its authority, that should be conclusive under the
rules unless Congress otherwise provides. It follows that, upon the
facts found, the claimant was not entitled to recover.
Nor do we find any room for the application in this case of the
doctrine laid down in
United States v. Clark, 96 U. S.
37, in which it is held that where the court certifies
the evidence and it appears that there is none to warrant its legal
conclusion, a question of law is presented which may be determined
here. In this case, we are of opinion that there was ample
testimony to warrant the conclusion of the Court of Claims, as
stated in its findings. It certainly cannot be said that there was
no supporting testimony, so as to make the question one of law, and
not of fact. It does not appear that either of the parties
understood that the contract or release should be reduced to
writing in any other form than as it was actually written. There
was no mistake in the form of the instrument.
United States v.
Milliken Imprinting Co. 202 U.S.
supra, page
202 U. S. 177.
The testimony of the former Secretary of the Navy and of the
Secretary in office at the time the release was signed, to the
effect that it was not believed that it would cover claims for
Page 239 U. S. 233
damages for delay, if competent for any purpose whatsoever,
certainly did not show that mutual mistake of the parties which,
upon well established principles of equity jurisprudence, requires
the reformation of the contract, and certainly no such special
circumstances were developed of fraud, duress, or oppression as
would necessarily require relief against a mistake of law.
We find no error in the judgment of the Court of Claims, and the
same is
Affirmed.
MR. JUSTICE McKENNA dissents from the opinion and judgment in
this case.
In his opinion, the Court of Claims, in view of the statute of
June 10th, 1896, authorizing and directing the Secretary of the
Navy to examine the claims here involved and to report to Congress
the result of his investigation, and whether such claim was, in his
opinion, subject to the jurisdiction of the Court of Claims or for
the action of Congress, implied the intent of Congress that claims
of this character should be considered upon broad equitable
grounds. Thus considered, MR. JUSTICE McKENNA thinks the claimant
entitled to recover for the delay resulting from the fault of the
government notwithstanding the form in which the final receipt was
drawn and executed.
MR. JUSTICE McREYNOLDS took no part in the consideration or
decision of this case.
*
"The Secretary of the Navy is hereby authorized and directed to
examine claims against the government which may be presented to him
by contractors for the building of the hulls or machinery of naval
vessels under contracts completed since January first, eighteen
hundred and ninety-one, where it is alleged that such contractors
have been subjected to loss and damage through delays in the work
under said contracts which were not the fault of said contractors,
but were due to the action of the government, and to report to the
next session of Congress the result of said investigation, and
whether said claims are, in his opinion, subjects for the
jurisdiction of the Court of Claims or for the action of Congress
upon the same."
29 Stat. c. 399, p. 374.
