The appellate jurisdiction of this Court in all cases coming
from the Court of Appeals of the District of Columbia, under § 250,
Judicial Code, is general, except those coming under the first
class specified in § 250 in which the jurisdiction of the trial
court is in issue, and is the only question certified.
Where, as in this case, the jurisdiction is invoked on a
substantial ground, other than that of jurisdiction, it extends to
the determination of all questions presented by the record,
irrespective of the disposition that may be made of the particular
question on which the appeal rests.
Where officers of the government find that they do not have to
invoke the protection of Rev.Stat. § 3477 and are willing to pay
the amount of a claim upon the United States, or a portion thereof,
into court and so protect the rights of one claiming an interest in
the warrant, and all parties consent, and grounds for equity exist,
and it is not clear that there is an adequate remedy at law, the
court may acquire and exercise equity jurisdiction.
The right of defendant to object to equity jurisdiction on the
ground that there is an adequate remedy at law may be waived. Even
if the trial court might have dismissed the bill for want of
jurisdiction of its own motion, if it did not do so, this Court is
not called upon to pass upon the question.
A consent decree that the claimed portion of a warrant be
deposited in court not only amounts to a clear and express waiver
of jurisdictional objections, but renders irrelevant all questions
as to whether there was or was not an actual lien on the
warrant.
A court of equity should do justice completely and not by
halves, and should retain the cause for all purposes even though it
be thereby called upon to determine legal rights otherwise beyond
its authority.
Camp v. Boyd, 229 U.
S. 530,
229 U. S.
551.
In this case,
held that attorneys originally employed,
under a written contract containing a provision against revocation,
to collect a claim against the government and who had rendered
substantial services
Page 237 U. S. 286
in connection therewith, but had been superseded by other
attorneys over their objection after their offer to proceed with
the case, were entitled to compensation to an amount equal to that
provided by the contract.
39 App.D.C. 184 reversed.
The facts, which involve the respective interests of various
parties in a claim against the United States which had been
adjudicated after a long litigation in the courts in which
appellants had at divers times represented the claimants, are
stated in the opinion.
MR. JUSTICE PITNEY delivered the opinion of the Court.
This is an equity suit that was commenced in the Supreme Court
of the District of Columbia by Jonas H. McGowan and Elijah v.
Brookshire, as complainants, against appellee as executrix of
Joseph W. Parish, deceased, together with the Secretary of the
Treasury and the Treasurer of the United States, as defendants, in
May, 1909, shortly after the decision by this Court of the case of
Parish v. MacVeagh, 214 U. S. 124, and
at a time when, pursuant to that decision, a mandate was about to
be issued that would have resulted in paying to appellee, as
executrix, the sum of $181,358.95, the amount found by the auditor
for the War Department to be due to Joseph W. Parish in his
lifetime upon his claim against the government, known as the "ice
claim," mentioned in the opinion of this Court in the case just
referred to. The object of the suit was to establish and enforce a
lien upon the fund for services rendered in the prosecution of the
claim. That claim had long been before the courts and
Page 237 U. S. 287
Congress (
Parish v. United States, 12 Ct.Clms. 609,
100 U. S. 500,
100 U. S. 25 L.
ed. 763; 16 Ct.Clms. 642; act Feb. 20, 1886, 24 Stat. 653, c. 11),
when, on August 4, 1900, an agreement in writing was made between
Parish and McGowan whereby the former employed the latter as his
attorney to prosecute and collect it, agreeing,
"in consideration of the professional services rendered and to
be rendered by the party of the second part [McGowan], and others
whom he may employ in the prosecution of said claim,"
that he, Parish, would pay to McGowan a fee equal in amount to
15 percentum of whatever might be awarded or collected. McGowan was
thereby given control of the prosecution of the claim to its final
determination, with power to receive and receipt for any draft or
other evidence of indebtedness that might be issued in payment of
it, and to retain from the proceeds the amount of the stipulated
fee; Parish was to furnish the evidence required and to execute
from time to time and deliver to McGowan powers of attorney or
other papers necessary for the prosecution and collection of the
claim and the payment of the fee; Parish agreed that he would not
assign or otherwise dispose of the claim, and that the agreement
should not be vacated by any revocation of the authority granted to
McGowan,
"nor by any services rendered or which may be rendered by others
or by the party of the first part [Parish], his heirs or legal
representatives, or any of them,"
and McGowan agreed to diligently prosecute the claim to the best
of his professional ability to its final determination.
McGowan was a lawyer engaged in practice in the District of
Columbia, and after the contract was made, he rendered professional
services under it, before Congress and otherwise. In December,
1902, McGowan and Parish, being desirous of securing the services
of the complainant Elijah V. Brookshire as attorney in cooperation
with McGowan, the latter made an agreement with Brookshire
Page 237 U. S. 288
giving him an undivided one-third interest in the contract of
August 4, 1900, the purpose being to give him 5% of whatever amount
should be awarded or collected upon the claim. A short time after
this, Parish and Brookshire entered into a written agreement
between themselves by which the former agreed that he would pay to
the latter an additional 5% of the amount awarded or appropriated,
and that Brookshire should have a lien for the amount due him upon
the award when made, and Brookshire agreed to render necessary and
proper legal services in the prosecution of the claim under the
direction of Parish.
Thereafter McGowan and Brookshire cooperated, and unquestionably
rendered services of value. Through their instrumentality, Congress
was induced to pass the Act of February 17, 1903 (32 Stat. 1612, c.
559), referring the claim to the Secretary of the Treasury for
examination and the payment of any balance found due to Parish
under the rule of damages laid down by this Court in
United
States v. Behan, 110 U. S. 338,
after deducting payments already made. Thereafter, the Secretary of
the Treasury referred it to the auditor for the War Department,
who, on August 11, 1903, made a finding that there was a balance of
$181,358.95 due to Parish, and notified him through McGowan. The
Secretary, however, did not accept this finding, but made further
investigation, with the result that, on May 31, 1904, having
concluded that, under the rule in the
Behan case, and upon
the evidence, no balance was due to Parish, he decided to refuse to
pay the amount ascertained by the auditor, or any sum. Shortly
after this, friction and disagreements developed between Parish and
the attorneys respecting the next steps to be taken, and they
continued until Parish's death, which occurred on December 26,
1904, at his residence in the city of Washington. No active steps
were taken, during this period, towards pressing the claim.
Parish
Page 237 U. S. 289
left a will, but no estate other than the claim. His daughter,
Emily E. Parish, proved the will and qualified as executrix
thereunder, and in the year 1905 she employed other counsel,
through whom, in May, 1906, she filed in the Supreme Court of the
District of Columbia a petition for a mandamus against the
Secretary of the Treasury to require him to issue a draft in her
favor for the amount of the award of the Auditor for the War
Department. That court dismissed the petition, and the Court of
Appeals of the District of Columbia affirmed its action. 30
App.D.C. 45. But this Court, in the case first above mentioned,
reversed this judgment and remanded the cause with directions
looking to the allowance of the mandamus.
At this point, as already mentioned, McGowan and Brookshire
filed the present bill of complaint against the executrix, joining
the Secretary of the Treasury and the Treasurer of the United
States as parties defendant. The bill set up the several contracts
made between Parish and McGowan, between McGowan and Brookshire,
and between Parish and Brookshire, respectively; set forth the
services performed by complainants under those contracts, and the
results of those services, including the passage of the Act of
February 17, 1903, the finding of the auditor for the War
Department, ascertaining a balance of $181,358.95 due to Parish,
and the adverse decision of the Secretary of the Treasury; the
subsequent death of Parish; the probate of his will by Emily E.
Parish, his executrix, and the proceedings taken by her in the
courts. It also alleged that, during Joseph W. Parish's lifetime,
complainants had advanced money to him for the benefit of himself
and his family in sums aggregating $5,000, relying solely upon his
promise to repay the loans out of what might be recovered in
respect of the claim; that except for that claim, he died
insolvent, and was indebted in amounts aggregating about $25,000;
that the defendant, Emily E.
Page 237 U. S. 290
Parish, and her brother, Grant Parish, had avowed and declared
that complainants should never receive any part of the money
realized upon the claim, and that they were both insolvent, and if
they should receive into their hands the draft about to be issued
by the Secretary of the Treasury, they would immediately take it
out of the jurisdiction of the court for the purpose of defrauding
and defeating complainants of their rightful lien and claim on the
fund, and that complainants were severally the equitable owners of
one-tenth part of said sum of $181,358.95, and entitled to a lien
upon the award and finding in respect of that part. The prayers
were, in substance, that each of the complainants should be decreed
to be the equitable owner of and entitled to one-tenth part of the
amount of the award; that the executrix, the Secretary of the
Treasury, and the Treasurer of the United States should be enjoined
from receiving or paying over the amount of the award to the
detriment of complainants' interests; that a receiver should be
appointed to collect the money from the United States and hold it
subject to the order of the court, and for general relief. The bill
was filed on May 22, 1909, and on the same day a restraining order
was made enjoining the executrix from receiving, and the officers
of the government from paying, the amount of the award. On June 2,
with the consent of the respective solicitors for the complainants
and the defendant, Emily E. Parish, executrix, an interlocutory
decree was made dissolving the restraining order and dismissing the
bill of complaint as against the Secretary of the Treasury and the
Treasurer of the United States, and also dissolving the restraint
as against the executrix
"provided, however, and it is adjudged that in respect of the
sum of forty-one thousand dollars, and in respect of any warrant,
draft, or check that may be issued therefor by the Treasury
Department, or any officer thereof, as being a part of the award or
finding,"
etc., the executrix was thereby directed to make a proper
Page 237 U. S. 291
power of attorney authorizing the vice-president of the American
Surety & Trust Company to receive the warrant, draft, or check,
indorse it in her name as executrix of Joseph W. Parish, deceased,
collect the proceeds, and deposit them with the Trust Company
"to the credit of this cause and subject to the further order of
this Court herein, and subject to the determination by this court
in this cause whether any amount and, if so, what amount, is justly
due the complainants, or either of them, for professional services
rendered by them or either of them, for and in respect of the
matters described in the bill of complaint."
This consent decree was complied with to the extent that the
executrix collected from the Treasury Department for the use of the
estate the amount of the award over and above $41,000, and the
latter amount was on June 7, 1909, placed with the Trust Company to
the credit of the cause, subject to the order of the court. Jonas
H. McGowan died on August 2, 1909, and his executrix was
substituted as a party complainant in his stead. An answer was
filed in due course by the executrix of Joseph W. Parish, proofs
were taken, and the cause was brought on to final hearing. The
Supreme Court of the District of Columbia made a decree awarding to
each of the complainants a sum equal to one-tenth part of the
amount of the award, with interest from June 7, 1909. 39
Wash.L.Rep. 586. The Court of Appeals reversed this decree (39
App.D.C. 184), and the present appeal was allowed under § 250,
Judicial Code, upon the ground that the construction of Rev.Stat. §
3477 had been drawn in question by the defendant.
228 U.
S. 312.
Section 250 allows a review by this Court of the final judgments
or decrees of the Court of Appeals of the District of Columbia upon
writ of error or appeal in six classes of cases. The first is:
"cases in which the jurisdiction of the trial court is in issue,
but when any such case is not otherwise reviewable in said supreme
court, then the
Page 237 U. S. 292
question of jurisdiction alone shall be certified to said
supreme court for decision."
In the remaining five classes of cases, the section imposes no
similar restriction upon the scope of the review. In this respect,
the section is analogous to § 238, which regulates direct appeals
and writs of error from the district courts of the United States.
Under that section, it is held that, in cases other than those that
raise alone the question of the jurisdiction of the district court,
the appellate review by this Court is general.
Siler v. Louis.
& Nash. R. Co., 213 U. S. 175,
213 U. S. 191;
Michigan Cent. R. Co. v. Vreeland, 227 U. S.
59,
227 U. S. 63;
Singer Sewing Machine Co. v. Brickell, 233 U.
S. 304,
233 U. S. 312,
233 U. S. 316.
The same rule obtains in cases coming here from a district court
under § 266, Judicial Code, where the jurisdiction of that court is
invoked upon constitutional grounds and a direct appeal is allowed.
Ohio Tax Cases, 232 U. S. 576,
232 U. S. 586;
Louis. & Nash. R. Co. v. Finn, 235 U.
S. 601,
235 U. S. 604.
A similar rule must be applied to appeals and writs of error taken
under § 250, and in the present case our jurisdiction, properly
invoked upon a substantial ground specified in the section, other
than a question of jurisdiction covered by its first clause,
extends to the determination nation of all questions presented by
the record, irrespective of the disposition that may be made of the
question respecting Rev.Stat. § 3477, or whether it is found
necessary to decide that question at all.
The grounds upon which the Court of Appeals denied relief to
complainants are, briefly, that contracts like those set out in the
bill, so far at least, as they attempt to assign or create a lien
upon a claim against the United States, are prohibited by § 3477,
and thereby made absolutely void; that, although this Court, in
Nutt v. Knut, 200 U. S. 12,
200 U.S. 21, permitted a
similar contract to be employed as evidence of an agreed basis of
compensation for an attorney's services in prosecuting a claim, yet
that decision was rendered in a case coming from a state court,
Page 237 U. S. 293
where the complaint did not assert nor did the judgment
establish any lien upon the fund claimed from the government, and
under the procedure in the state court, the question of
jurisdiction in equity to entertain the action did not arise, and
perhaps could not have arisen; that the present case differed,
because complainants sued upon the contracts as a whole, claiming
the fees as fixed thereby, and also claiming a lien, and that "had
there been an amendment abandoning the lien and relying on the
quantum meruit solely, the equity court would have been
without jurisdiction;" that, aside from the contracts, there was no
attorney's lien upon which to found jurisdiction in equity, because
complainants did not themselves reduce the fund to possession, the
executrix having employed other counsel to do this, as she had a
right to do, although not thereby entitled to defeat complainants'
right to compensation for the reasonable value of their services
previously performed; that the allegation of the insolvency of the
executrix, and her intention to remove the fund from the
jurisdiction, furnished no foundation for a resort to equity,
because relief could have been given by the Supreme Court of the
District as a probate court, which had authority to require the
executrix to give sufficient bond for the protection of creditors,
or else to revoke her letters and thus prevent the collection of
the judgment; that the interlocutory decree entered by consent of
the parties did not help the position of complainants nor estop
defendant from attacking the contracts as illegal and void, or
alleging the failure of complainants to prosecute the claim to
final determination; that the decree and defendant's answer
furnished a ground upon which complainants might have amended their
bill so as to convert the suit into a claim for compensation upon a
quantum meruit, but that no such amendment was made, the
cause being heard upon the theory that the allegations of the
original bill were sufficient for the purpose, and there being
no
Page 237 U. S. 294
evidence of the reasonable value of the services of the
attorneys aside from the express stipulations of the contracts, as
to which it was held that they did not furnish a measure of the
reasonable value of services which were not completely performed as
the contracts contemplated, and thereupon, examining the evidence
with a view to determining whether the attorneys had performed the
contracts so far as permitted by the claimant and his executrix,
the court reached the conclusion that they had in effect abandoned
the contracts during the lifetime of Joseph W. Parish, and had made
no tender of further services to the executrix after his death, and
hence, upon the whole case, were entitled to no compensation.
As to the effect of § 3477 Rev.Stat.,
* it has been
several times declared by this Court that the statute was intended
solely for the protection of the government and its officers during
the adjustment of claims, and that, after allowance, the protection
may be invoked or waived as they, in their judgment, deem proper.
Goodman v. Niblack, 102 U. S. 556,
102 U. S. 560;
Bailey v. United States, 109 U. S. 432,
109 U. S. 439;
Hobbs v. McLean, 117 U. S. 567,
117 U. S. 576;
Freedman's
Saving
Page 237 U. S. 295
Co. v. Shepherd, 127 U. S. 494,
127 U. S. 506;
Price v. Forrest, 173 U. S. 410,
173 U. S. 423.
But see Nutt v. Knut, 200 U. S. 12,
200 U.S. 20.
In this case, the officers of the government, after the suit was
commenced (the claim having already been allowed and finally
adjudicated), found that they needed no protection from the statute
and were safe in paying into court to the credit of the cause a
sufficient amount to answer the claims of complainants. The amount
being paid, the court took control of it, and, with the consent of
the other parties, dismissed the Secretary of the Treasury and the
Treasurer of the United States from the cause. Under these
circumstances, and in view of the consent decree, we are not called
upon to consider whether the present case is within the reasoning
of either of the cases cited, if we decide -- as we do -- that in
view of the contracts and of the special facts set up in the bill
of complaint, as above recited, reasonable and sufficient grounds
existed for invoking the equity jurisdiction, that the subject
matter was within the cognizance of a court of equity, and that it
was by no means clear that an adequate remedy existed at law. The
equity jurisdiction having thus been properly invoked, the right of
defendant to object because of the alleged existence of a legal
remedy could be waived.
Reynes v. Dumont, 130 U.
S. 354,
130 U. S. 395;
Kilbourn v. Sunderland, 130 U. S. 505,
130 U. S. 514;
Brown v. Lake Superior Iron Co., 134 U.
S. 530,
134 U. S. 536;
Re Metropolitan Railway Receivership, 208 U. S.
90,
208 U. S. 110.
It is suggested in the opinion of the Court of Appeals that the
trial court, in its discretion might, of its own motion, have
dismissed the bill for want of jurisdiction. This was not done, and
hence we are not called upon to pass upon the question, but we must
not be understood as assenting to the suggestion.
The consent decree not only amounted to a clear and express
waiver of jurisdictional objections, but it rendered irrelevant, so
far as the present parties are concerned, all questions as to the
effect of the contracts in creating a
Page 237 U. S. 296
lien upon the proceeds of the ice claim, the effect of § 3477,
Rev.Stat. as an obstacle to such lien, the right to a lien
independent of the contracts, the right to an injunction or
receivership, and other questions, if any, that simply relate to
the ground or occasion for coming into equity. These were waived
when the court, with the consent of the parties, took physical
control of the $41,000 for the purpose, very clearly expressed in
the interlocutory decree, of holding it for the benefit of the
respective parties,
"subject to the further order of this court herein, and subject
to the determination by this court in this cause whether any
amount, and, if so, what amount, is justly due the complainants, or
either of them, for professional services rendered by them, or
either of them, for and in respect of the matters described in the
bill of complaint."
This language excluded the idea that the determination of any
other question -- whether contract lien, attorney's lien, or what
not -- might control the ultimate disposition of the fund. The
simple issue that remained was, of course, of such a nature that it
would have been the proper subject of an action at law had it not
originally been bound up with questions appropriate for decision by
an equitable tribunal. But "a court of equity ought to do justice
completely, and not by halves," and a cause once properly in a
court of equity for any purpose will ordinarily be retained for all
purposes, even though the court is thereby called upon to determine
legal rights that otherwise would not be within the range of its
authority.
Camp v. Boyd, 229 U. S. 530,
229 U. S.
551-552, and cases cited. After the making of the
consent decree and the deposit of the money in court, the situation
of this case was substantially that of an interpleader suit after
the making of a decree for interpleader and the dismissal of the
stakeholder from the cause, with the issue as between the
conflicting claimants limited by stipulation to the determination
of the amount "justly due" from the one to the other. That
question,
Page 237 U. S. 297
of course, was and is to be decided according to the equities of
the claimants as between themselves, without regard to legal
technicalities.
Whitney v. Cowan, 55 Miss. 626, 645,
647.
We also think the ascertainment whether anything, and if so how
much, was due to complainants was well within the prayer for
general relief, and cannot agree with the Court of Appeals that
there was any necessity for amending the bill. Nor could the
executrix, by her answer, raise any issue other than the simple one
previously reserved by the consent decree.
The determination of that issue depends chiefly upon the
disputed question of fact, whether the attorneys fairly and fully
performed their agreements so far as permitted to do so by Joseph
W. Parish in his lifetime and his executrix after his death, as the
Supreme Court of the District found that they had done; or whether
they in effect abandoned performance and refused to complete their
duties under the contracts, as the Court of Appeals found that they
had done. This, in turn, depends for the most part upon what took
place between McGowan and Brookshire and Parish during the summer
and autumn of the year 1904, and since two of these were dead at
the time of the hearing, and the third (Brookshire) debarred from
testifying as to transactions with or declarations by defendant's
testator (D.C.Code, § 1064), the evidence bearing upon the question
is fragmentary and largely circumstantial. The Court of Appeals
laid great stress upon the fact that, so far as appeared, McGowan
made no written reply to a certain letter sent to him by Parish in
the month of September, while McGowan was on vacation in Canada. It
contained the statement:
"You will remember before you left Washington for your summer
respite, you said substantially that you had done your best to get
the auditor's report in my case paid by the Secretary of the
Treasury, and failed, etc.; 'that you
Page 237 U. S. 298
turned over to me the case to be managed in the future and do
whatever I deemed best, etc.' Sometime next Congress, I propose to
organize a practical method and resurrect the claim from its
unfortunate condition, and I must have unrestricted and
unrestrained control,"
with other matter intimating, but not expressing, a desire that
McGowan should expressly abandon the case. The letter was rambling,
and its purpose not plain. There was nothing in it to require an
immediate reply, or to necessitate a reply in writing. McGowan
returned to Washington within two weeks after its receipt, and soon
afterwards made repeated efforts to obtain a personal interview
with Mr. Parish, but without success. It would serve no useful
purpose to rehearse the evidence that was introduced to throw light
upon the situation and to show the conduct of the parties during
this period. We content ourselves with saying that we are unable to
concur in the view of the Court of Appeals, and, on the contrary,
think that the weight of the evidence shows that, up to the time of
Mr. Parish's death, the attorneys were ready and willing to
proceed, but that, because of his attitude, as well as by reason of
doubts naturally arising from the adverse decision of the Secretary
of the Treasury, they were embarrassed about deciding upon the
proper course to be followed, among several that suggested
themselves: mandamus to the Secretary of the Treasury, a rehearing
before him, a reference to the Court of Claims, or a further
application to Congress. Their letter of November 19th,
stating:
"We have done what we could to secure an interview with you
concerning the ice claim. You have deliberately avoided us. The
time has come when the matter should have attention. If we do not
see you on or before Wednesday next, we shall proceed as we deem
best under the ample authority which we have,"
was, in view of all the circumstances, a reasonable though
emphatic notice to Parish that, under the right conferred upon them
by the
Page 237 U. S. 299
contracts, and under the power of attorney that they had, they
would exercise their own judgment and discretion as to the proper
mode of proceeding, unless they could have an interview with him.
And Parish's reply, under date November 22d in which, while not
disputing their statement that they had sought and he had avoided
an interview, he notified them that he would not submit to their
proposed action, amounted in effect to a confirmation of what they
already had reasonable ground to believe, that he intended to
dispense entirely with their services. That they did not proceed
without him, as they threatened to do, is easily explainable on the
theory that his personal cooperation was practically, although not
legally, indispensable.
The evidence further shows that the executrix had been fully
cognizant, during her father's lifetime, of the general situation
respecting the ice claim, and knew that McGowan and Brookshire were
the attorneys in charge of it; she knew Mr. McGowan had advanced
considerable sums to her father for her support and hers, and that
these advances remained unpaid at his death; the letter of November
19th and a copy of the reply were among her father's papers and
came to her knowledge not long after his death, and the
circumstances show that she was not willing that McGowan or
Brookshire should have anything further to do with the claim, and
that they were made aware of this. We think they were not called
upon to make an express offer of their services to the
executrix.
Complainants are therefore entitled to compensation, and since
the attorneys' services were admittedly of great value, and
resulted in securing to Mr. Parish, as this Court in effect held in
214 U. S. 214 U.S.
124, a complete right to the payment of the money, and since it was
his fault, and not theirs, that the final steps to recover it were
not taken by them, no reason is shown why complainants should not
receive the entire amount stipulated for in the contracts.
Page 237 U. S. 300
Those instruments may be resorted to as a basis for calculating
the compensation of the attorneys, irrespective of any question
about their effect as assignments because of § 3477, Rev.Stat..
Nutt v. Knut, 200 U. S. 12,
200 U.S. 21. And the first
and foundation agreement in terms provides that it shall not be
affected by any revocation of the authority granted to Mr. McGowan,
nor by any services rendered by others, or by Parish himself.
The decree of the Court of Appeals is reversed, and the cause
remanded, with directions to affirm the decree of the Supreme Court
of the District of Columbia, and direct the latter court to take
further proceedings thereon, if necessary, in accordance with the
views above expressed.
Reversed.
* SEC. 3477. All transfers and assignments made of any claim
upon the United States, or of any part or share thereof, or
interest therein, whether absolute or conditional, and whatever may
be the consideration therefor, and all powers of attorney, orders,
or other authorities for receiving payment of any such claim, or of
any part or share thereof, shall be absolutely null and void unless
they are freely made and executed in the presence of at least two
attesting witnesses, after the allowance of such a claim, the
ascertainment of the amount due, and the issuing of a warrant for
the payment thereof. Such transfers, assignments, and powers of
attorney, must recite the warrant for payment, and must be
acknowledged by the person making them, before an officer having
authority to take acknowledgments of deeds, and shall be certified
by the officer, and it must appear by the certificate that the
officer at the time of the acknowledgment, read and fully explained
the transfer, assignment, or warrant of attorney to the person
acknowledging the same.