# Washington Bridge Company v. Stewart

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United States Supreme Court
44 U.S. 413
Washington Bridge Company v. Stewart
THIS was an appeal from the Circuit Court of the United States, for the District of Columbia, held in and for the county of Washington, sitting as a court of equity.
The same case was before the court at January term, 1840, and the decree of the court below affirmed by the Supreme Court, but in consequence of the court being equally divided, no opinion was given, and no report of the case published. It now came up on an allegation that it was improperly brought up before, as the decree, from which the appeal was taken, was said not to be a final decree.
The case was this:
The Washington Bridge Company were the owners of a bridge across the Potomac river, under a charter granted in 1808. In February, 1831, a large part of the bridge was broken up and carried away by the ice and flood; and in April, the president and directors called for an instalment of ten dollars per share from the stockholders, for the purpose of repairing it. The defendants in error did not pay, and their shares were forfeited on the 21st of June, 1832, under the 8th section of the charter.
On the 14th of July, 1832, Congress passed an act to purchase the bridge, and appropriated $20,000 for that purpose, which they directed to be divided amongst the stockholders in the manner therein pointed out.
In May, 1833, the defendants in error filed a bill in the Circuit Court claiming to be stockholders, and, as such, to be entitled to a distributive share of the purchase money. The bridge company resisted the claim on the ground that their shares had been forfeited, and in November, 1838, the cause came on for hearing on the bill, answers, exhibits, depositions, and general replication, when the court made the following decree:
'This cause having been set for hearing upon the bill, answer, general replication, exhibits, and evidence, and coming on to be heard and argued by counsel, it is, on this twenty-ninth day of November, in the year eighteen hundred and thirty-eight, after full consideration, ordered, decreed, and adjudged, that the rights and interests of the complainants, and the other stockholders in said bill of complaint mentioned, and who have come in, or may come in, before the final determination of this cause, and procure themselves to be made parties to these proceedings, have not been, and were not, forfeited under and by virtue of the proceedings of said bridge company, stated and set forth in the said answer, and exhibits, and evidence, but that the same remain in full force and virtue, and that the said parties are respectively entitled to their proportion of the sum of $20,000, mentioned and stated in said bill of complaint as stockholders in said company; and that, in order to fix and adjust the said proportions or shares of said parties, there be first deducted the sum of $10,561.55, mentioned in said answer, being the sum advanced by certain stockholders, as therein mentioned, with interest thereon from the time the same was advanced to the time of the receipt of the said $20,000, being an average of nine months, for which said interest is to be calculated; also the sum of $568.25, being the amount of unclaimed dividends expended on the said bridge, with interest thereon from the time of said expenditure to the receipt of said $20,000, and that subject to such deductions; and, after the same shall have been made, the said complainants are respectively entitled to, and shall receive, their full share and proportion of the interest on the same, which shall have been earned and made of the said sums so due to them respectively pending this suit, under the investment made thereof by complainants.
'And it is ordered, that other items claimed to be deducted be rejected, no evidence having been offered to show their character or their amount.
'And it is further ordered, that the case be referred to the auditor, to state an account in conformity with the principles laid down in this decree.'
From this decree the bridge company prayed an appeal to the Supreme Court, where, as has already been stated, it was affirmed by a divided court.
In April, 1840, the case was referred by the Circuit Court to the auditor, who made the following report in November, 1841:
'The undersigned auditor, to whom was referred the papers in this cause on the 29th of April, 1840, has had the same under examination, and, after a full consideration of the same, begs leave to make the following report: That the amount of funds in the hands of Frederick May, president and treasurer of the Washington Bridge Company, including interest on corporation stock received and to be received, on the 30th June, 1841, is $22,221.52. That the amount refunded the stockholders of fifteen hundred and nineteen shares, which they had advanced towards repairing the bridge, with interest thereon according to the decree; the amount of unclaimed dividends which had been expended for said repair, and also directed to be refunded with interest for nine months; for debt due from the bridge company, including costs of suit; the trustee's commission, auditor's bill, &c., and the payment to said fifteen hundred and nineteen shareholders of ten per cent. upon the cost of their stock, as per statement herewith submitted, amount to $18,991.11, leaving a balance in the trustee's hands of $3,222.41.
'That the holders of the four hundred and seventy-three shares, which were deemed by the company to have been forfeited, (but which the court decided were not forfeited,) according to the cost of the same, amount to $20,749.17, ten per cent. on the same (being the dividend paid to the first-mentioned stockholders) amounts to $2,074.91, as per statement B herewith, leaving a balance, after paying said amount, in the hands of the trustee of $1,147.50.
'In ascertaining the cost of the shares to the present claimants, the auditor has taken pains, as far as possible, to ascertain the same. The principal claimants are John Glenn and the Messrs. Stewarts. In the case of Mr. Glenn, he states on oath, that the stock belongs to the estate of Robert Barry, and is held by him as trustee or administrator. Barry was an original subscriber. In the case of the Stewarts, they claim as having obtained it from D. Stewart's estate in the course of distribution, not as purchaser. D. Stewart was an original subscriber. In all other cases, the scale furnished from the president of the company of the current price of the stock at the periods of transfer, have been the sole guide by which to fix the value. Several of the stockholders on the list are known to be dead, and it is not known to the auditor who their representatives are; but in making a distribution of this fund, their rights ought to be preserved, and their fair dividend paid when demanded.
'Dr. May, the trustee, claims $1,000 for his commission on the money received from the Treasury, $20,000, for the sale of the bridge. The charge has been objected to by some of the claimants, and the auditor has reduced it to $500; if he has erred in this, the court can correct it.
'The amount of the unclaimed dividends used for repairing the bridge, $568.25, and nine months' interest thereon, $25.57, making $593.82, has been in part paid, but a very considerable part, in all probability, never will be called for, as many of the persons who were entitled to it are dead, and some insolvent; their representatives knowing nothing of the small amount so many years due. The complainants, however, in the present cause, have no claim on the unclaimed money due to others.
'As regards the disposition to be made of the balance which will remain in the hands of the trustee, ($1,147.50,) after paying the stockholders ten per cent., the auditor begs reference to his remarks on the general statement herewith.
'Submitted by
'JOSEPH FORREST, Auditor.'
Whereupon the court made the following decree in the premises:
'The report of the auditor in this case having been filed, together with the accompanying statements by him made, and constituting part of the same, and being fully considered by the court, it is, this fourth day of June, eighteen hundred and forty-two, ordered and decreed, that the same be, and it is in all respects confirmed. And the said cause coming on for final hearing upon the bill, answer, replication, exhibits, evidence, report of auditor, &c., and being maturely considered, it is further ordered, adjudged, and decreed, that the complainants are entitled to the relief prayed, in conformity with the report of said auditor as aforesaid, and that the relief be extended to the other stockholders in said company in the proportions and for the sums mentioned in the statement by the auditor of the stockholders in said company who have not participated in the dividends of said bridge company. And it is further ordered and decreed, that the said defendants pay over to said parties respectively, or to their solicitors on record, the said sum so due to them respectively, in conformity with said report and statement and of this decree, together with the costs of this suit to be taxed by the clerk, including the costs of the Supreme Court, on or before the first day of July, 1842, and file with said clerk, on or before said first day of July, 1842, a statement of said payments so made.
'By order of the court.'
From this decree the bridge company appealed to the Supreme Court.
Bradley, for the appellants.
Coxe, for the appellees.
Bradley referred to the record to show, that the decree first appealed from was an interlocutory, and not a final decree, and that the Supreme Court had not jurisdiction in such a case. He then proceeded thus:
The appellants are not estopped from denying the jurisdiction of the Supreme Court to which they appealed in that cause, as the want of jurisdiction is apparent in the record. See Wilson v. Hobday, 4 Mau. & Sel., 120.
That was debt on a replevin-bond given by the defendant to the Mayor of Canterbury, and the breach assigned was, that the defendant did not appear and prosecute his replevin in the Mayor's Court. The defendant demurred to the declaration, and, among other things, assigned as cause of demurrer, that it did not appear upon the declaration that the mayor had jurisdiction to grant replevins, and to take bond, &c.
The court was of opinion that it did sufficiently appear, that the mayor prima facie had jurisdiction, and upon that ground only overruled the demurrer; whereas if they had been of opinion that the defendant was estopped to deny the jurisdiction, because he has resorted to that court for relief, they would have decided the case upon that ground rather than on the doubtful ground, that the mayor had jurisdiction, and which they took great pains to support.
See also Ketland v. The Cassius, 2 Dall., 368. 'The court is bound to take notice of a question of jurisdiction whenever it may occur, and however it may be proposed; for, if we are satisfied that we have not legal cognisance of any cause, or in terms less direct, if we are not satisfied that we have cognisance, we ought not to proceed to a decision or an investigation upon its merits.' Per Wilson, J.

## Notes

This work is in the public domain in the United States because it is a work of the United States federal government (see 17 U.S.C. 105).
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