New England R. v. Carnegie Steel Co.

No. 173
Decided Circuit Court of Appeals, First Circuit
Disposition
affirmed in part
full scope · unanimous
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Court
Circuit Court of the United States for the District of Massachusetts
Decided
Judge
PUTNAM, Circuit Judge
Posture
Petition for payment of supply bills in receivership proceedings, with foreclosure sale occurring pending consideration
Purchaser at foreclosure sale (successor to mortgagees' equities) (1)
New England R. Co.
Thomas Thatcher, Frank A. Farnham
v.
Petitioner/Claimant (supplier)s (2)
Carnegie Steel Co., Limited
Alfred Hemenway, William D. Turner
Other parties: New York and New England Railroad Company — Defendant in original receivership proceeding, Wood — Complainant in original receivership bill (stockholder and bondholder), Trustees under the second mortgage — Foreclosure petitioners

Overview

The decree of the circuit court is modified so as to allow petitioner interest only from February 4, 1896, and, as thus modified, is affirmed; and neither party will recover costs in this court.

Case summary

This case involves a dispute over priority of payment for supply bills furnished to a railroad before it entered receivership. Carnegie Steel Co. supplied materials to the New York and New England Railroad Company beginning in September 1893. The railroad was placed in receivership in December 1893 due to insolvency. The second mortgage holders later foreclosed, and the property was sold to purchasers (New England R. Co.). Carnegie Steel sought payment of its unpaid supply bills. The circuit court established the claim as a lien on the corpus of the property with priority over the second mortgage. On appeal, the Circuit Court of Appeals affirmed the priority, holding that under Supreme Court precedent (Miltenberger), when mortgage creditors intervene and seek receivership, the court may grant such priority to current supply bills. However, the court modified the decree to disallow interest on the claim except from the date of the circuit court's decree, following other Supreme Court precedents. The court also held that delay in presenting the claim did not bar recovery, as the delay was attributable to the court through its receivers.

Abstract

A supplier furnished materials to a railroad before it entered receivership due to insolvency, seeking priority payment over unpaid bills ahead of second mortgage holders after foreclosure sale. The lower court granted the claim priority as a lien on the property corpus under precedent allowing such treatment when mortgage creditors seek receivership, which was affirmed on appeal. The decree was modified to limit interest to the date of the lower court's order and excused delay in claim presentation attributable to the court.

Opinion of the court

Majority
opinion
PUTNAM, Circuit Judgejoined by NELSON, District Judge, WEBB, District Judge
  • Receivers appointed without mortgagees as parties stand for the corporation with its rights
  • Courts may authorize payment of pre-receivership supply bills from earnings
  • Delay in presenting claim does not bar recovery if assets available
  • Mortgage creditors, by seeking equitable relief, submit to equitable principles allowing priority for supply bills
  • Interest not allowable unless specific funds shown applicable

Jurisdiction

not challenged
Subject matter
Federal question arising from railroad receivership and foreclosure proceedings in federal circuit court
Jurisdictional facts
  • Appeal from the Circuit Court of the United States for the District of Massachusetts
  • Case involves interpretation of federal equity principles and Supreme Court precedents

Procedural posture

Posture at trial
Petition for payment of supply bills in receivership proceedings, with foreclosure sale occurring pending consideration
Posture on appeal
Direct appeal from circuit court decree establishing claim as lien on corpus of property
Preserved issues
  • Priority of supply bills over mortgage lien
  • Allowance of interest on claim
  • Power of court to charge corpus of mortgaged property

Subsequent history

Petition for rehearing
not filed

Legal categories

Business

Case record

Full case name
NEW ENGLAND R. CO. v. CARNEGIE STEEL CO., Limited
Docket number
No. 173
Court
Circuit Court of Appeals, First Circuit
Trial court
Circuit Court of the United States for the District of Massachusetts
Decided
Opinion author
PUTNAM, Circuit Judge
Opinion type
published
Precedential status
precedential
Judges on panel
PUTNAM, Circuit JudgeNELSON, District JudgeWEBB, District Judge

Issues & holdings

2
Issues raised
1
affirmed
1
modified
3
Holdings
Standard of review

de novo

Disposition rationale

Following Miltenberger v. Railway Co. and related Supreme Court precedents, the court had such power when mortgage creditors intervened and asked for receivers

Preservation

Issue preserved for review

Standard of review

de novo

Disposition rationale

Interest disallowed except from date of circuit court decree, following Thomas v. Car Co. and Meddaugh v. Wilson, as petitioner did not show funds specifically applicable

Preservation

Issue preserved for review

Holdings of the court

Priority of supply bills over mortgage lien
The circuit court had power to give Carnegie Steel's supply bills, furnished shortly before receivership, priority over the second mortgage lien on the corpus of the property
Following Miltenberger v. Railway Co. and related cases, when mortgage creditors intervene and ask for receivers, the court may grant such priority. The mortgage creditors, by seeking equitable relief through receivership, submit to equitable principles requiring them to do equity.
unanimousbinding precedent
Interest on supply bill claim
Interest should not be allowed on the claim except from the date of the circuit court's decree in petitioner's favor
Following Thomas v. Car Co. and Meddaugh v. Wilson, interest is not allowable unless petitioner shows specific funds in receivers' hands applicable to the claim that would not be exhausted by interest. No such showing was made.
unanimousbinding precedent
Effect of delay in presenting claim
Delay in presenting the claim until after foreclosure proceedings began does not bar recovery if assets remain available for payment
Delay of receivers to pay is delay of the court, and the court will protect against its own delay when practicable. The petitioner's equity cannot be cut off before becoming a party.
unanimousbinding precedent

Error analysis

  • Circuit court erred in giving supply bills priority over mortgage lien on corpus of property — procedural · no error foundNot applicable as no error found · not applicable
  • Circuit court erred in allowing interest on the claim — procedural · error foundError was in allowing interest without showing specific applicable funds · harmless

Standards of review

  • Power to give priority to supply bills over mortgage lien — de novo Legal question of equity powers in receivership proceedings
  • Allowance of interest on claim — de novo Legal question governed by Supreme Court precedents

Timeline

6
Events
865
Days, incident to ruling
—
Span
factual eventcited in opinion

Carnegie Steel Co. furnishes first supply item to New York and New England Railroad Company

Earliest item in petitioner's claim, establishes timing relative to receivership

Priority of supply bills
Carnegie Steel Co., Limited · New York and New England Railroad Company
procedural eventcited in opinion

Temporary receivership created by decree on bill filed by stockholder Wood alleging insolvency

Outcome: Receivers appointed to hold system intact

Initiates receivership without mortgagees as parties

Powers and duties of receivers
Wood · New York and New England Railroad Company · Circuit Court trial court
procedural eventcited in opinion

Receivership made permanent by decree settling receivership

Outcome: Receivers authorized to pay current pay rolls and supply accounts incurred within four months prior

Establishes framework for payment of pre-receivership expenses

Payment of prior expenses
Circuit Court · Receivers trial court
procedural eventcited in opinion

Second mortgage trustees file foreclosure bill and receivership is modified by order

Outcome: Receivership continued under modified order directing no payment of claims without court order

Mortgage creditors intervene, modifying receivership terms

Charge on corpus of propertyDelay in presenting claims
Trustees under second mortgage · Circuit Court · Receivers trial court
procedural eventcited in opinion

Carnegie Steel Co. presents its claim in circuit court

Formal presentation of claim after foreclosure proceedings began

Delay in presenting claims
Carnegie Steel Co., Limited · Circuit Court trial court
procedural eventcited in opinion

Circuit court enters decree in favor of Carnegie Steel Co.

Outcome: Claim established as lien on corpus with priority over second mortgage, interest allowed

Trial court ruling appealed to Circuit Court of Appeals

Priority of supply billsInterest on claims
Circuit Court · Carnegie Steel Co., Limited · Purchasers trial court

Facts & evidence

Incident

Date
1893-1894
Location
Railroad system of New York and New England Railroad Company

Key facts

7 facts
  1. New York and New England Railroad Company was insolvent and placed in receivership
  2. Carnegie Steel Co. furnished supplies to the railroad beginning September 22, 1893
  3. Receivership was initiated by stockholder Wood's bill filed December 29, 1893
  4. Second mortgage trustees filed foreclosure bill September 8, 1894
  5. Foreclosure sale occurred, receivers were discharged, and assets turned over to purchasers
  6. Carnegie Steel's claim for supply bills remained unpaid
  7. Circuit court established the claim as a lien on the corpus of the property with priority over the second mortgage

Disputed questions

  • Whether supply bills could have priority over mortgage lien on corpus of property
  • Whether interest should be allowed on the claim

Procedural history

6 steps
  1. December 29, 1893: Temporary receivership created by decree on Wood's bill
  2. January 26, 1894: Receivership made permanent by decree
  3. September 8, 1894: Second mortgage trustees file foreclosure bill, receivership modified
  4. February 13, 1895: Carnegie Steel presents claim in circuit court
  5. Circuit court establishes claim as lien on corpus with priority
  6. Appeal to Circuit Court of Appeals

Evidence in the record

Documentary
  • Supply bills of Carnegie Steel Co.
  • Decrees establishing receivership
  • Foreclosure sale documents
  • Paper case in main suits resulting in receivership and foreclosure
Challenged
  • Evidence type: Claim for supply bills · Challenge basis: Priority over mortgage lien · Trial court ruling: admitted · Reasoning: Claim established as lien on corpus with priority · Challenged on appeal: true · Appellate outcome: affirmed

Sentencing

Sentence challenged on appeal
false

Objects of relevance

Railroad and its appurtenances (mortgaged property)Supplies on hand (steel materials furnished by Carnegie)

Authorities

Cited authorities (9)

Fosdick v. Schall, 99 U. S. 235
followedquotedprecedent
Cited for equitable principle that mortgagees seeking receivership must do equity, allowing priority for supply bills
at 99 U. S., at page 253
Miltenberger v. Railway Co., 106 U. S. 286
followedprecedent
Cited as Supreme Court precedent allowing accrued supply bills priority against corpus of mortgaged property
Thomas v. Car Co., 149 U. S. 95
followedprecedent
Cited for disallowing interest on claims unless specific funds shown applicable
Meddaugh v. Wilson, 151 U. S. 333
followedprecedent
Cited for disallowing interest on claims unless specific funds shown applicable
United States Trust Co. v. Wabash W. R. Co., 150 U. S. 287
followedprecedent
Cited for rule that corporation may dispose of supplies and income until mortgagee interferes
Kneeland v. Trust Co., 136 U. S. 89
followedprecedent
Cited as explaining and limiting Miltenberger on priority of supply bills
Bound v. Railway Co., 58 Fed. 473
followedprecedent
Cited as applying Supreme Court principles on supply bill priority
Finance Co. of Pennsylvania v. Charleston, C. & C. R. Co., 62 Fed. 205
followedprecedent
Cited as applying Supreme Court principles on supply bill priority
Packard v. Lacing-Stud Co., 70 Fed. 66
followedprecedent
Cited for cost order where appellant only succeeds in minor modification

Related cases (9)

Miltenberger v. Railway Co., 106 U. S. 286
precedent
Allowed accrued supply bills priority against corpus of mortgaged property
Fosdick v. Schall, 99 U. S. 235
precedent
Established equitable principles for railroad receiverships
Thomas v. Car Co., 149 U. S. 95
precedent
Addressed interest on claims in receivership
Meddaugh v. Wilson, 151 U. S. 333
precedent
Addressed interest on claims in receivership
United States Trust Co. v. Wabash W. R. Co., 150 U. S. 287
precedent
Approved rule that corporation may dispose of supplies and income until mortgagee interferes
Kneeland v. Trust Co., 136 U. S. 89
precedent
Explained limitations on priority of supply bills
Bound v. Railway Co., 58 Fed. 473
precedent
Applied Supreme Court principles on supply bill priority
Finance Co. of Pennsylvania v. Charleston, C. & C. R. Co., 62 Fed. 205
precedent
Applied Supreme Court principles on supply bill priority
Packard v. Lacing-Stud Co., 70 Fed. 66
precedent
Established cost order where appellant only succeeds in minor modification

Standards & doctrines

  • Equitable principles from Fosdick v. Schall on mortgagees doing equity
  • Miltenberger doctrine allowing priority for supply bills when mortgagees intervene

Legal principles applied

  • Mortgagees seeking equitable relief must do equity
  • Receivers may pay pre-receivership current expenses from earnings
  • Delay of court through its receivers does not bar recovery

Notable quotes

“If he asks no favors, he need grant none. But if he calls upon a court of chancery to put forth its extraordinary powers, and grant him purely equitable relief, he may, with propriety, be required to submit to the operation of a rule which always applies in such cases, and do equity in order to get equity.”
majority — Quoting Fosdick v. Schall to explain that mortgage creditors seeking equitable relief through receivership must submit to equitable principles
Foundation for allowing priority to supply bills when mortgage creditors intervene
Index terms70
Summary terms
Legal mechanisms
Various actions
Various actors
Legal concepts
Legal outcomes
Legal issues
Legal procedures
Legal remedies
Legal evidence
Legal arguments
Legal defenses
Legal penalties
Legal procedural steps
Geo locations
Judges
Attorneys
Procedural terms
Entities and documentation
Legal actions
Action type
affirmed in part
Target
circuit court decree establishing claim as lien with priority over mortgage
Appealed from
Circuit Court of the United States for the District of Massachusetts
Context
Affirmed the circuit court's power to grant supply bills priority over second mortgage lien, following Miltenberger and related precedents
Scope
full
Disposition vote
unanimous
Action type
modified
Target
circuit court decree allowing interest on claim
Appealed from
Circuit Court of the United States for the District of Massachusetts
Context
Modified to disallow interest except from date of circuit court decree, following Thomas v. Car Co. and Meddaugh v. Wilson, as no specific funds shown applicable
Scope
in part
Further instructions
Allow interest only from February 4, 1896
Disposition vote
unanimous
Action type
affirmed as modified
Target
overall circuit court decree
Appealed from
Circuit Court of the United States for the District of Massachusetts
Context
Decree affirmed as modified regarding interest, with no costs awarded to either party on appeal
Scope
full
Disposition vote
unanimous
Physical materials
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Judges
NelsonWebb
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