The United States offered to A. an order for 50,000 muskets on
certain terms specified, with an agreement that 100,000 would be
received if delivered within a time named. A. accepted the offer,
and laid out a large sum of money in getting his works in condition
to execute the order, and thus and otherwise was able and ready to
execute it. Subsequently to this, the War Department appointed a
commission to adjust all contracts, orders, and claims on the
department in respect to arms, its decision
Page 84 U. S. 68
to be final and conclusive as respected the department, as to
the validity, execution, and sums due or to become due upon such
contracts, and invited all persons interested in such orders to
appear before it and be heard respecting their claims. Whether A.
came before it did not appear. The commission, however, did,
without his consent and against his remonstrance, pass on his case,
and reported that the order to him be confirmed to the extent of
30,000 muskets, upon condition that be should execute a bond with
sureties for the performance of the contract as thus modified, and
upon his failure to execute such bond that the original order
should be held null. The bond being prepared and sent to him by the
department, he executed it.
Held that such execution was
his voluntary act, and that the original contract for the 100,000
muskets was thus changed and modified.
On the 7th January, 1862, the chief of ordnance, General Ripley,
by direction of the Secretary of War, made in writing, on behalf of
the government, this offer to one Mason, a manufacturer of arms at
Taunton Massachusetts:
"I offer you an order for 50,000 muskets, with appendages, of
the Springfield pattern, on the following terms and conditions,
viz.: [Here followed a variety of minute specifications as
to the character of the muskets, and the time when they were to be
delivered.]"
"It is further directed by the War Department that double the
number of arms and appendages,
viz., 100,000, will be
received if manufactured at your establishment in Taunton and
delivered within the times before specified for the delivery of the
50,000 arms and appendages, all the other terms and conditions of
this order remaining unchanged for the additional 50,000."
On the 20th January, 1862, Mason in writing, accepted the
foregoing order, and his acceptance thereof was received by the
chief of ordnance.
Mason immediately proceeded to make changes of machinery in his
machine works, and to do whatever was necessary to insure the full
and complete performance of the agreement, and was able and willing
to perform his agreement according to the terms of it. His
expenditures for changing his machine works into an armory, as
required
Page 84 U. S. 69
by the agreement, amounted to $75,000, and the profits which he
would have made upon the muskets ordered if he had been allowed to
perform would have amounted to $5.25 per musket.
On the 13th March, 1862, the War Department
ordered:
"That Joseph Holt and Robert Dale Owen be a special commission
to audit and adjust all contracts, orders, and claims on the War
Department in respect to arms, their decision to be final and
conclusive as respects the department on all questions touching the
validity, execution and sums due or to become due upon such
contracts and upon all other questions arising between contractors
and the government upon such contracts."
"That the commission should proceed forthwith to investigate all
claims and contracts in respect to arms in the department, or
pending settlement and final payment, and adjudicate the same."
The order added:
"All persons interested in such contracts may appear in person,
but not by attorney, before said commissioners and be heard
respecting their claims at such time and place as the commissioners
shall appoint. All claims that they may award in favor of shall be
promptly paid. No application will be entertained by the department
respecting any claim or contract which they shall adjudge to be
invalid."
On the 15th of May, 1862, the commission, without the consent
and against the remonstrances of the claimant, decided and reported
to the chief of ordnance:
"That the order to Mr. Mason be confirmed, subject to all its
terms, to the extent of 30,000 muskets, upon condition that he
shall, within fifteen days after notice of this decision, execute
bond, with good and sufficient sureties, in the form and with the
stipulations prescribed by law and the regulations, for the
performance of the contract, as thus modified, resulting from said
order and acceptance, and,
upon his failure or refusal to
execute such bond, then the said order shall be declared annulled
and of no effect."
On the 30th of May, 1862, the chief of ordnance transmitted
Page 84 U. S. 70
a copy of this decision to Mason and also the contract and bond
contemplated by the commission in its decision, with the request
that he would execute and file them within fifteen days after their
receipt by him, if he should "accept the order as confirmed by the
commission." Mason thereupon executed such written contract, on the
25th day of June, 1862, whereby he contracted and engaged to
furnish to the defendants "30,000 muskets of the Springfield
pattern." This contract was performed by both the parties, and no
other muskets were ever furnished by Mason to the government.
Upon these facts the Court of Claims, as a conclusion of law,
decided:
That the original contract between the parties for the purchase
and sale of 100,000 Springfield muskets was changed and modified
by the voluntary act of the parties in the written
contract, 25th of June, 1862, and that the petition of the claimant
should be dismissed.
From that decree Mason took this appeal.
MR. JUSTICE CLIFFORD delivered the opinion of the Court.
Parties having claims against the United States for labor or
service, or for personal property or materials furnished, which are
disputed by the officers authorized to adjust the accounts, may
compromise the claim and may accept a smaller sum than the contract
price, and where the claimant voluntarily enters into a compromise
and accepts a smaller sum and executes a discharge in full for the
whole claim, he cannot subsequently recover in the Court of Claims
for any part of the claim voluntarily relinquished in the
compromise.
Mason contracted to manufacture and deliver 50,000 muskets with
appendages of the Springfield pattern. They were to be in all
respects identical with the standard rifle musket made at the
National armory, with the regular appendages,
Page 84 U. S. 71
and were to be so constructed as to interchange with that
pattern and with each other in all their parts, and they were to be
subject to inspection in the same manner as the arms are which are
manufactured at the national armory; and the stipulation was that
none should be received except such as passed inspection and were
approved by the regular inspectors. Deliveries were to be made at
the times and in the quantities therein specified, and payments
were to be made, in such funds as the Treasury Department should
provide, on certificates of inspection and receipt by the
inspectors, at the rate of $20 for each arm including appendages.
Information was also communicated to the contractor by the War
Department that double the number specified in the contract would
be received, if manufactured at the contractor's establishment and
delivered at the times specified for the delivery of the first
50,000 arms, upon the same terms and conditions as those specified
in that contract.
On the 20th of January, 1862, the claimant accepted the offer to
manufacture and deliver the second 50,000 muskets and appendages,
as proposed in that offer, and duly notified the chief of ordnance
of his acceptance of the same in writing. Pursuant to that
arrangement, the claimant proceeded to make changes in his machine
works and to do whatever was necessary to enable him to perform his
agreement, and the Court of Claims finds that he was able and
willing to perform the same, and that he expended $75,000 in
changing his machine works into an armory for that purpose, and
that if he had been allowed to fulfill the agreement, his profits
would have amounted to $5.25 per musket.
Complaint is made that the officers of the United States
prevented the claimant from performing his contract, and it appears
that the Secretary of War, on the 13th of March, 1862, by an order
of that date, appointed a special commission, consisting of two
members, to audit and adjust all orders and claims on the War
Department in respect to ordnance arms and ammunition, providing in
the same order that their decisions should be final and conclusive
upon the department on all questions touching the validity
Page 84 U. S. 72
and execution of the contracts and the sums due or to become due
upon the same, and upon all other questions arising out of the
contracts between the contractors and the government. Whether the
claimant ever appeared before the commission does not appear, but
it does appear that the commissioners, on the 15th of May in the
same year, without the consent and against the remonstrance of the
claimant, decided and reported to the chief of ordnance that the
contract of the claimant be confirmed, subject to all its terms, to
the extent of 30,000 muskets, upon the condition that he, the
claimant, shall, within fifteen days after notice of the decision,
execute a bond, with good and sufficient sureties, in the form and
with the stipulations prescribed by law and the regulations in such
cases, for the performance of the contract as thus modified, and
that the contract shall be declared null and of no effect in case
he fails or refuses to execute such a bond. Due notice was given of
the decision to the claimant, and the chief of ordnance transmitted
to him the draft of the contract and bond contemplated by the
decision, with the request that he would execute and file the same
within fifteen days from their receipt
if he should accept the
contract as confirmed by the commission, and the finding of
the Court of Claims shows that he executed the written contract
whereby he contracted and engaged to furnish to the United States
30,000 muskets of the Springfield pattern, and the Court of Claims
also finds that the contract was performed by both parties and that
no other muskets were ever furnished to the United States by the
claimant.
Much discussion of the case is certainly unnecessary, as it is
as clear as any proposition of fact well can be that the claimant
voluntarily accepted the modification of the contract as suggested
by the commissioners and that he executed the new contract in its
place, which he must have understood was intended to define the
obligations of both parties. His counsel suggest that he accepted
the new contract without relinquishing his claim for damages
arising from the refusal of the United States to allow him to
furnish
Page 84 U. S. 73
the whole 100,000 muskets, but the Court is unable to adopt that
theory, as it is quite clear that he could not have acted with any
such motives consistent with good faith towards the War Department,
as he must have known that the chief of ordnance supposed when he,
the claimant, returned the written contract duly executed, that the
whole matter in difference was adjusted to the satisfaction of all
concerned. Parties are bound to good faith in their dealings with
the United States as well as with individuals, and the Court is of
the opinion that no party in such a case could be justified, after
accepting such a compromise and executing such discharge, in
claiming damages for a breach of the prior contract which had been
voluntarily modified and surrendered, unless the new contract was
accepted under protest or with notice that damages would be claimed
for the refusal of the United States to allow the claimant to
fulfill the contract which was modified in the new arrangement.
It is contended by the appellant that the case is different in
principle from the case of
United States v. Adams,
[
Footnote 1] and the other
cases [
Footnote 2] of a
corresponding character decided by this Court, and the court is
inclined to the same opinion, as it is a plain case of voluntary
adjustment between the parties, which all courts hold is final and
conclusive. None of those cases proceeds upon the ground that such
a commission possessed any judicial power to bind the parties by
their decision or to give the decision any conclusive effect. Nor
can such a commission compel a claimant to appear before them and
litigate his claim, but if he does appear and prosecute it, or
subsequently accepts the terms awarded as a final settlement of the
controversy, without protest, he must be understood as having
precluded himself from further litigation.
Attempt is made in argument to show that the adjustment in this
case, so far as the claimant is concerned, was the result of
duress, but the charge is wholly unsupported by evidence
Page 84 U. S. 74
of any kind, except that the United States proposed to annul the
old contract if the claimant refused to accept the modification,
which is wholly insufficient to establish such a charge.
Apart from that, it is also suggested that the claimant at that
time could have no remedy by suit against the United States, as the
transaction preceded the passage of the law establishing the Court
of Claims. But he might have applied to Congress for relief, as all
other claimants were compelled to do from the organization of the
government until the law was passed allowing such parties to
prosecute suits against the United States.
Duress, if proved, may be a defense to an action, and it would
doubtless be sufficient to relieve a party from the effect of
compromise which was procured by such means, but the burden of
proof to establish the charge in every such case is upon the party
making it, and if he fails to introduce any such evidence to
support it, the presumption is that the charge is without any
foundation. [
Footnote 3]
Acceptance from the government of a smaller sum than the one
claimed, even in a case where the amount relinquished is large,
does not leave the government open to further claim on the ground
of duress if the acceptance was without intimidation and with a
full knowledge of all the circumstances, and the case is not
changed because the circumstances attending the transaction were
such that the claimant was induced from the want of the money to
accept the smaller sum in full, which is not proved in this case.
[
Footnote 4]
Examined in any point of view we think the decision of the Court
of Claims is correct.
Decree affirmed.
[
Footnote 1]
74 U. S. 7 Wall.
463.
[
Footnote 2]
United States v.
Child, 12 Wall. 232;
United
States v. Justice, 14 Wall. 535.
[
Footnote 3]
United States v.
Hodson, 10 Wall. 409;
Brown
v. Pierce, 7 Wall. 214;
Baker
v. Morton, 12 Wall. 157.
[
Footnote 4]
United States v.
Child, 12 Wall. 232.
THE CHIEF JUSTICE, dissenting:
I am unable to concur in the opinion just read. The original
contract was honestly and fairly made without taint of
Page 84 U. S. 75
fraud. This is not disputed. Large preparation at great expense
was made by the claimant for the fulfillment of it on his part. It
was violated by the United States without reasonable cause, as I
think, as expressly found by the Court of Claims, without the
consent and against the remonstrances of the claimant. A modified
contract, so called, but really a second contract, was then made
between the parties, which was fulfilled on both sides, but there
is nothing to show that this contract was freely made, or made at
all by the claimant in place of the first, or that payment of the
sums due under it from the United States was accepted by him in
satisfaction of damages for the breach of the first. I think that
the United States are not absolved in their dealings with citizens
from the obligations of honesty by which individuals are usually
controlled, and that the claimant is entitled to damages.
