Miller v. Robertson - 266 U.S. 243 (1924)
U.S. Supreme Court
Miller v. Robertson, 266 U.S. 243 (1924)
Miller v. Robertson
Nos. 35 and 145
Argued May 1, 2, 1924
Decided November 17, 1924
266 U.S. 243
1. Section 9 of the Trading with the Enemy Act, which gives to "any person, not an enemy, or ally of enemy . . . to whom any debt may be owing from an enemy, or ally of enemy" the right to "institute a suit in equity in the district court to establish the . . . debt so claimed," should be construed liberally to effect its purpose of preventing or lessening loss or inconvenience likely to result to nonenemy persons from seizures of enemy property under the act. P. 266 U. S. 247.
2. The term "debt" in this section is not confined to causes for which the common law action of debt might be maintained. P. 266 U. S. 248.
3. An instrument executed by the owner of an operating mine and an ore buyer for the sale of ore which both parties knew to exist in the mine in substantial quantity described the product covered by it as the total production of ore "shipped by the seller" from the mine, but manifested its intention as binding the seller, during a specified period, to mine ore, select it for shipment with the aid of an increase of plant, and ship all of a specified grade to the buyer, and as binding the buyer to take such higher grade ore at the prices designated, and as giving the buyer an option on the lower grades. Held, a mutual and valid contract. P. 266 U. S. 250.
4. In determining the validity of such contract, an opinion as to the seller's legal obligations under it, expressed by the seller's manager to the buyer's agent after the contract was made, is of no weight. P. 266 U. S. 252.
5. The evidence does not sustain a contention that the plaintiff's assignor failed to ship ore "in as nearly as possible equal weekly quantities," as required by the contract in controversy. Id.
6. Where a mining company and a smelting company were both subsidiaries of a parent corporation, with common executive officers and boards of directors, but were nevertheless independent entities, with different general managers and operating staffs, a contract by the smelting company for the sale of its ore does not include ore of the mining company which might be similarly described, and which, if the contracting company had control over the other, might be deemed to be included. P. 266 U. S. 254.
7. Facts found on undisputed evidence by a master, whose report was confirmed by the district court and its ruling sustained by the circuit court of appeals, will be accepted here. P. 266 U. S. 256.
8. The plaintiff's assignor, a mining corporation, upon a buyer's refusal to accept ore under a contract of sale, resold it for the best price obtainable after diligent bona fide effort to a smelting corporation, which could have gotten like ore in the market on as favorable terms. The two corporations were separate entities, but both subsidiaries of a third. Held, that their intercorporate relations afforded no ground for setting off profits made by the smelting company after smelting the ore against the damages resulting to the mining company from the original buyer's breach of contract. P. 266 U. S. 256.
9. Service of summons and complaint upon representatives of a German firm in this country in an attempt to commence an action for breach of contract held a demand from which interest might be allowed. P. 266 U. S. 257.
10. The rule of sovereign immunity from liability for interest is inapplicable to a suit under the Trading with the Enemy Act in which no debt is alleged as owing from the United States to the plaintiff. P. 266 U. S. 257.
11. Though generally not allowable upon unliquidated damages, interest or its equivalent may be included, in the exercise of a sound discretion, when necessary in fixing fair compensation. P. 266 U. S. 258.
12. Where a German firm broke its contract to buy ore and damages were demanded before this country entered the late war, and for a long time after that event it continued to have general representatives here and property sufficient to pay the damages, which was taken over by the Alien Property Custodian, interest was properly allowed, in a suit against it under the Trading with the Enemy Act, from the time of the demand, including the period of this country's participation in the war. P. 266 U. S. 258.
13. Upon breach of a contract of sale, if the seller, in reselling, pays less freight on the goods than he must have paid had he shipped them under the contract, the difference should be credited to the buyer in estimating the damages for the breach. P. 266 U. S. 259.
286 F. 503 affirmed.
Cross-appeals from a decree of the circuit court of appeals which affirmed, with a modification, a decree for the plaintiff, Robertson, in a suit for damages for breach of contract, brought under the Trading with the Enemy Act.