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BAMBERGER V. SCHOOLFIELD, 160 U. S. 149 (1595)

U.S. Supreme Court

Bamberger v. Schoolfield, 160 U.S. 149 (1895)

Bamberger v. Schoolfield

No. 48

Submitted April 11, 1895

Decided December 9, 1595

160 U.S. 149


It was not the province of the court to instruct the jury in this case to render a verdict in the plaintiffs' favor, and, had it done so, it would have usurped the province of the jury by determining the proper inference to be drawn from the evidence, and by deciding on which side lay the preponderance of proof.

As the controversy below in this case was what is known in the jurisprudence of Alabama as a statutory claim suit, growing out of attachment proceedings, the law of Alabama, as interpreted by the Supreme Court of that state in its rulings, will be followed here.

Page 160 U. S. 150

Under the law of Alabama, a debtor has the right to prefer a creditor, either by paying his debt in money or by paying it by a sale and transfer of property to the debtor, and if such sale and transfer are real, and are made in good faith for a fair price, if they are honestly executed to extinguish the debt and do extinguish it, and contain no reservation of an interest or benefit in favor of the vendor, they are valid, and pass the property to the vendee, even if it further appears that the vendor was insolvent at the time, that the vendee knew that fact, and that, in making the sale, the vendor had a fraudulent intent to defraud his other creditors by the preference, and the remaining creditors would, in consequence of the sale, be unable to obtain the payment of their debts.

In such case, if the fact of indebtedness and the fact that the goods were sold in payment thereof at their reasonable fair value are established to the satisfaction of the jury, and if it be contended, in avoidance thereof, that the trade was simulated, and that there was a secret trust or benefit reserved to the debtor, the burden is on the contesting creditor to establish it.

The employment of such a vendor by the vendee in a clerical capacity, and the subsequent transfer of the property by the vendee to the wife of the vendor, though circumstances which may be considered by the jury in determining the validity of the sale and transfer, do not of themselves render them illegal in law.

When a request for instructions presents a suppositions case for the establishment of which there is no proof of any kind in the case, it should be refused.

The second section of the fourteenth article of the Constitution of Alabama, and the act of the legislature of that state of February 28, 1887, have been held by the courts of Alabama as not intended to interfere with matters of commerce between the states, and to have no application to transactions such as here under consideration.

There was no error in the instructions as to the bearing on the rights of the parties of the letter written by the Memphis firm and the settlement made by the latter after it.

The controversy below was what is known, in the jurisprudence of Alabama, as a "statutory claim suit," and grew out of an attachment proceeding instituted by plaintiffs in error against one Henry Warten. Under the writ, a levy was made on certain merchandise, treated as belonging to Warten. The defendants in error intervened and claimed the things seized, and thereby an issue was formed as to whether they were owned by the defendant in attachment or were the property of the claimants. The undisputed facts are as follows: Henry Warten embarked in trade at Athens, Alabama, in 1881. His business consisted of a general country merchandise store, of

Page 160 U. S. 151

advancing to farmers money or provisions wherewith to cultivate and market a crop of cotton, of buying and selling cotton on his own account and as agent for others. Almost at the opening of his career at Athens, Warten began a course of dealings with the commercial firm of Schoolfield, Hanauer & Co., of Memphis, Tennessee (whom we designate hereafter as the "Memphis firm"). They became his general factors, selling him merchandise, loaning him money, cashing his sight drafts given to others in payment of merchandise bought by him or for debts due, he consigning them cotton for sale, the proceeds passing to the credit of his account. This course of dealing continued until April, 1889, when the Memphis firm went into liquidation. There was then formed, under the laws of Tennessee, a corporation styled the Schoolfield-Hanauer Company, designated hereafter as the "Memphis company," with whom Warten carried on business of the same general nature as that previously conducted with the firm.

The cotton crop of 1889, in the region of country where Warten dealt, was a disastrous failure, and in consequence of this fact, by the month of December of that year, Warten had a large amount of outstanding debts due him by unsecured accounts, which were either permanently lost or were unavailable as quick, realizable assets. At this time he owed a large amount of money for merchandise and for money borrowed during the course of his business. This condition of things produced disorder in his affairs, and a state of actual, if not ultimate, insolvency. By the 20th of December, 1889, Warten owed the Memphis firm a considerable debt, evidenced by four notes, three of which were dated May 22, 1889. Two, for $5,000 each, were past due. One, for $3,794, was to become due on January 1, 1890. The other, for $2,500, was dated June 10, 1890, and had also matured.

The last-mentioned note (dated June 10, 1890) had been made by Warten to the order of the Memphis house, was by it endorsed, and had been discounted by the Memphis company, who put the proceeds to the credit of Warten, he thereafter drawing against the credit to the full extent thereof. Warten at that time, also owed the firm of Bamberger, Bloom

Page 160 U. S. 152

& Company, of Louisville, hereafter called the "Louisville firm," a past-due note amounting to $4,719.36 and an open account, both together making the total of his indebtedness to that firm between $6,500 and $7,000. The embarrassed condition of Warten's affairs was known to the Memphis and the Louisville firms. Late in December, after conferring with his creditors in Memphis, Warten went to Louisville for the purpose of asking an extension from the Louisville firm and delivered to them the following letter:

"Memphis, Tenn. December 27, 1889"

"Messrs. Bamberger, Bloom & Company"

"Louisville, Ky."

"Dear Sirs: Our mutual friend and customer, Mr. Henry Warten, through, we believe, no fault of his own, but owing to disastrous failure of crops in his own section, finds himself forced to ask for extension of his particular friends, and he recognizes you among that number, and from whom he can ask that favor. Having confidence in his honor and integrity, and business qualifications, we have agreed to give him extension, provided you will do so. He informs us that one of his creditors has agreed to give him extension, and he will only ask it of three houses, viz., yourselves, ourselves, and the party who has agreed to."

"Yours, very truly,"

"The Schoolfield-Hanauer Co."

After arriving at Louisville, Warten telegraphed the Memphis company that the Louisville firm refused the extension unless he paid three thousand dollars in cash, and the company replied that they could not give him the money. A settlement was made on the 30th of December between Warten and the Louisville firm by which the outstanding past-due note was taken up, and Warten furnished and acceptance, due on the 15th of January, for one thousand dollars and four other acceptances, for five hundred dollars each, maturing on the first and fifteenth of February and first and fifteenth of March, following, and the balance of the debt, except an item

Page 160 U. S. 153

of about two hundred dollars, was settled by acceptances maturing the following November and December. At the time of making this settlement, or thereafter (up to the 13th of January), the Louisville firm made no reply to the letter from the Memphis firm. From January 1, the embarrassment of Warten became rapidly more flagrant in consequence of the results of the crop disaster becoming absolutely assured. On the 13th of January, 1890 at about 6 o'clock in the morning, Warten sold to the Memphis firm his stock of goods, safe, and store fixtures at Athens, with also a small stock and store fixtures owned by him at Elkmont, and certain accounts, a lot of mules, and an interest in real estate, for the price of $17,032.40, this being the amount of the principal and interest of the notes held by the firm, which have been already mentioned. The sale was accepted in full acquittance and discharge of the debt. A member of the firm, who had come from Memphis, took possession of the property. On the same day, Warten sold to the Memphis company certain assets in full payment of an open account due by him, and other transfers of assets, in payment of other debts to various creditors, were also made at or about that time. On the same day as the sale to the Memphis firm (13th of January, 1890), between eleven and twelve o'clock, Warten made a general assignment of all but his exempt property in favor of his general creditors -- the assets covered by this assignment being open accounts due him, and the remaining avails of his business, amounting to the face value of about $50,000; the claim of the creditors, in whose favor this assignment was made, including that of the Louisville firm, aggregating about fifteen thousand dollars. Of the accounts assigned, about thirty thousand dollars were debts due Warten for business of the current crop year.

A few days after this sale, the Louisville firm attached the stock of goods in the Athens store as being yet the property of Warten. The Memphis firm claimed the property seized, and bonded it, thus raising the issue to which we have in the outset referred. After the sale by Warten to the Memphis firm, he acted as an employee in the store, generally assisting

Page 160 U. S. 154

in the conduct of the business, continuing to do so until the 10th of June, 1890, when what remained of the stock, and some other of the property which had been sold to the Memphis firm, was resold to the wife of Warten. Although there is no dispute as to the foregoing facts, on every other question of fact, there is conflict. The claimants' evidence tended to show that the sale by Warten to them was real, was made for a just price, and that it absolutely extinguished their debt, and that no benefit, or expected benefit, was expressly or impliedly reserved to the seller; that actual delivery was made of the property sold, and that they were in possession, as owners at the time of the attachment; that the employment of Warten was simply in a clerical capacity, and was rendered advisable from his knowledge of the business, and consequent ability to assist the vendors in converting the stock and assets into cash. On the other hand, the evidence of the attaching creditor (the Louisville firm) tended to show, by a mass of circumstances, that the sale was intended to and did reserve a benefit to Warten; that his presence in the store after the sale, while ostensibly in the capacity of an employee, was really in that of an owner, or of one having an expectancy of ownership. As to the facts connected with the settlement made by the Memphis firm, there was also much conflict in the evidence, Warten swearing that, when he presented the letter from the Louisville firm, the extension to the next crop year asked by him was refused, unless he paid three thousand dollars cash, and that it was in consequence of this demand that he telegraphed the Memphis company that the Louisville firm refused the extension and asked three thousand dollars. That, when he could not procure the amount of the cash payment demanded, then the settlement was effected -- the short-term acceptances for three thousand dollars having been given by him as an equivalent of the cash demanded, the remainder of the debt, except a small sum, having been extended to the next crop season. On the other hand, the testimony of a member of the Louisville house was that no demand of cash was made and that the extension asked by Warten was granted without objection, and was evidenced by the acceptances.

Page 160 U. S. 155

There was a verdict for the claimants (the Memphis firm), and the seizing creditors (the Louisville firm) prosecute this writ of error, on which they assign thirty-six errors, twelve of which are predicated on erroneous rulings asserted to have been made in admitting or rejecting testimony, and the others are directed to the charge of the court to the jury. Only a fragment of the general charge is in the record. Each party, however, presented a series of requests, stating the propositions of law which they, respectively, deemed applicable to the facts, and all the errors assigned, growing out of the charge of the court, involve the correctness of the court's action in having substantially given the special charges asked by the claimants (the Memphis firm), and rejecting those presented by the attaching creditors (the Louisville firm).

Page 160 U. S. 157

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