# Girard Life Insurance Annuity Trust Company v. Cooper

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United States Supreme Court
162 U.S. 529
Girard Life Insurance Annuity Trust Company v. Cooper
This was a petition by the firm of W. H. Cooper & Son, originally filed in the United States court for the Indian Territory, against Edwin D. Chadick and Francis I. Gowen, receivers of the Choctaw Coal & Railway Company, a corporation created under the laws of the state of Minnesota, with a right, among other things, to build and operate railways, and to own and develop coal mines, and which had been authorized, by acts of congress approved February 18, 1888, and February 13, 1889, to construct a railway within the Indian Territory.
The company having become embarrassed, Chadick and Gowen were, on January 8, 1891, appointed co-receivers, and continued to act as such until August 28, 1891, when an order was made giving said Chadick a leave of absence for one year, and in the meantime vesting all the power of both receivers in Gowen for the period named. In connection with the building and operation of its railway, and the development of its ining industries, the company in May, 1890, undertook the erection at South McAlester, in the Indian Territory, of a building to be used as an hotel and offices for the company; and on May 23, 1890, Chadick entered into a contract with Cooper & Son for the furnishing of the greater part of the work and material needed in the erection of the building, which was called the 'Kali-Inla Hotel.' This contract was signed by W. H. Cooper & Son, and by H. W. Cox, architect, for E. D. Chadick.
It seems that Chadick, at the instance of the board of directors, had gone before the judiciary committee in congress, and said that, if congress would locate a United States court at South McAlester, the company would provide accommodations for the court and its officers, free of cost to the United States, and that congress, accepting the proposition thus made, designated South McAlester as one of the points for holding court in the territory.
At the beginning of the receivership (January 8th) Cooper & Son were settled with in full, and all work was to be stopped, except such as was necessary to protect the building, which work was to be carried on under the order of the court. Shortly thereafter, a petition was presented to the court for permission to enter into a contract for the roofing of the building, to protect it from the weather, and an order to that effect was obtained from the court before the work was begun. This appears to have been the only order obtained for any further work upon the building; but, after this job had been finished, Cooper & Son continued their work without further authority from the court.
In June, 1891, Mr. Gowen, learning that Cooper & Son had continued working upon the building, wrote Mr. Cooper the following letter, addressed to Cooper & Son, and signed by both receivers:
'South McAlester, Ind. Ter., June 3, 1891.
'Messrs. W. H. Copper & Son, South McAlester, I. T. Gentlemen: Under direction of the court we notify you to stop all work on the Kali-Inla Hotel from this date, and make out your bill for the work done up to and including to-day.
'We will then furnish you with designs and directions as to the work to be done, and you will name a gross sum for the performance of the same, which we will submit to the court for their approval or disapproval.
'Fdwin D. Chadick,
'Francis I. Gowen,
'Receivers Choctaw Coal & Railway Co.'
Upon receipt of this letter Cooper & Son ceased work upon the building, and made out a bill or statement of the sum then due them, which was approved by the auditor of the receivers.
On or about June 7th, H. W. Cox, who acted for the receivers as supervising architect, furnished Cooper & Son with details and specifications of the work required to be done to fit the building for occupancy by the court and officers of the company, which Cooper & Son agreed to do, by letter written to Mr. Chadick June 24, 1891, for the sum of $10,250, allowing the company $2,500 for the value of material on hand. Their proposition was not formally accepted by the receivers, and no order of court was obtained authorizing it; but, on July 7, 1891, a contract was prepared by Cox, to which were attached certain plans and specifications. The contract was not signed by any one, but the plans and specifications were signed by W. H. Cooper & Son, and by 'H. W. Cox, Supervising Architect,' and the contractors proceeded with the work therein called for, with the knowledge and approval of Chadick, the receiver who then had immediate charge of the work being done on the railway line.
At the hearing, the master, who was also derk of the court, stated that the plans and specifications were submitted to him, and to the judge of the court, to see if the court apartments suited them, and whether they had any suggestions as to the arrangement of the rooms, but no order was made by the court as to the price to be paid for the work, or as to the manner of payment, and that neither he nor the court knew anything as to what the price of the work was. The contract of uly 7th was not signed, accepted, or approved by either receiver, and was not submitted to Mr. Gowen until the 29th day of August, 1891, which was the first knowledge he had that any such contract was in existence. Cooper then presented his contract to Mr. Gowen, as a prerequisite to his permitting the marshal to take possession of the rooms which had been fitted up for the clerk and marshal's offices. At this time Cooper did not ask for any pay, and was not promised any payment, and all that he insisted upon was that his contract should be signed. Mr. Gowen refused to sign the contract, because the work had not been authorized by the court, and because he was not satisfied that the price named in the contract was proper and reasonable, but promised Mr. Cooper that he would undertake to ascertain whether the price named was a proper one; and to this end he secured the services of an architect, and had him make a thorough examination of the building, with a view of determining the value of the work done and materials furnished.
Cooper & Son made out their bills for the amount claimed to be due them for work done since June 3d, which was certified as correct by the architect having supervision of the work done in remodeling the building. For the purpose of securing payment of the sums claimed to be due them, the contractors filed a petition in the foreclosure proceedings, setting forth the facts, and praying for an order upon the receivers, directing them to make payment of the sums claimed to be due, and further praying that a lien in their favor be put upon the building, and for other relief. To this petition Gowen, as receiver, and the Girard Life Insurance, Annuity & Trust Company, as trustee, filed answers, and thereupon the court, on October 13, 1891, entered an order, which was drawn and consented to by the receiver and the trustee of the bondholders, 'that the claim of W. H. Cooper & Son be referred to the master to take testimony thereon, and to ascertain the amount justly and equitably due, as the true value of the work done and the materials furnished by them upon and for the Kali-Inla Hotel building at South McAlester, and that receiver's certificates, bearing 7 per cent. interest, be issued and delivered to them for one-third of the amount so found to be due, and to sen and deliver, in settlement thereof, lumber, at the market price thereof, for one-third of said amount, and the balance in cash, to be borrowed on certificates, as hereinafter authorized.'
Upon a hearing by the master in pursuance of this order, he made a report, finding a balance due Cooper & Son of $14,919.37, and also made certain findings of fact and law, printed in the margin, to which report appellants filed exceptions. Cooper & Son thereupon moved the court to strike out these exceptions, upon the ground that the report of the special master was conclusive upon the facts involved, and binding upon the receiver, and also because the Girard Life Insurance, Annuity & Trust Company was not a party to the proceeding, and had no interest therein.
Upon the hearing of this motion to strike the exceptions from the files, the court held that the order of October 13, 1891, was conclusive as to the validity of the claim of Cooper & Son; and the court, having referred the claim to a special master with instructions to find the amount due, and having further ordered that the receiver should pay the amount so found to be due, granted the motion, and entered a final decree in favor of Cooper & Son, against the receivers, in the sum of $14,749.45, costs, and interest.
A rehearing having been demanded by the receivers, and also by the Girard Life Insurance, Annuity & Trust Company, and denied, they appealed to the circuit court of appeals for the Eighth circuit, by which court the case was heard, and the decree of the court below affirmed, with costs, in so far as it awarded judgment for the sum therein named, and the case was remanded with directions 'to enter an order directing the mode and time of payment, such § the court may be advised is required by the equities of the case, in conformity with the opinion of this court.' 4 U.S. App. 631, 2 C. C. A. 245, 51 Fed. 332.
Whereupon the life insurance company and the acting receiver appealed to this court.
Samuel Dickson, for appellants.
[Argument of Counsel from pages 535-537 intentionally omitted]
A. J. Moseley, for appellees.
Mr. Justice BROWN, after stating the facts in the foregoing language, delivered the opinion of the court.

## Notes

* ↑ Findings of Fact.
(1) I find that the vouchers above mentioned are valid, and were issued in good faith by agents of the receivers, having authority so to do; and that W. H. Cooper & Son were given credit, upon the books of said company, for the amounts so vouchered, and were charged with such vouchers; and that said amounts constituted and became a debt from the receivers to W. H. Cooper & Son, due and payable upon date of issuance.
(2) I find that the contract under and by virtue of which all work was done and materials furnished upon Kali-Inla Hotel from and after June 3, 1891, and the specifications, plans, and drawings furnished therewith were executed, furnished, and delivered by agents of the receivers, having authority so to do, and under the special direction and approval of the receivers themselves, and this honorable court.
(3) That the work performed and material furnished were so furnished and performed by W. H. Cooper & Son under and by virtue of, and in reliance upon, the contract aforesaid, and that the receivers knew that said W. H. Cooper & Son were so performing work and furnishing materials under and by virtue of said contract, and in full reliance thereon; and with such knowledge approved of the work of said Cooper & Son, and managed and directed said Cooper & Son in the progress of said work, adn have now received the benefit of said work, and are in the possession of said hotel.
(4) I find that said W. H. Cooper & Son did all of the work done under the contract of July 7, 1891, in strict accordance with the details, plans, and specifications furnished them with said contract by said receivers, and are entitled to the contract price.
(5) Further, that the extra work charged for was done under and by virtue of a provision in said contract, and at the suggestion of the supervising architect, furnished by the receivers, and with his aproval; and that the prices charged for such extra work and materials furnished are reasonable and true.
Findings of Law.
(1) I find, as a matter of law, that the vouchers hereinbefore mentioned are in the nature of accounts stated, and, having been acquiesced in by both parties, cannot now be impeached by either party, except through allegation and proof of fraud or mistake.
(2) I find, as a matter of law, that the receivers having had full knowledge of the fact that W. H. Cooper & Son were doing work and furnishing materials on Kali-Inla Hotel, in reliance upon contract of July 7, 1891, and that the receivers having encouraged and countenanced their work thereunder, and furnished them with a supervising architect to superintend the same, and that the receivers having received and gone into possession thereof, are now estopped from denying their obligations to said Gooper & Son under said contract, and that their only defense to that part of the claim of said Cooper & Son is in showing that the work performed by said Cooper & Son, and materials furnished by them, were not in accordance with the details, plans, and specifications attached t said contract.
William Nelson, Special Master.
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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