Messrs. James M. Beck, Francis J. Heney, and Eugene S. Ives for appellants and plaintiffs in error.
[239 U.S. 26, 28] Messrs. Frank H. Hereford, Edwin A. Meserve, Selim M. Franklin, and Edwin F. Jones for appellees and defendants in error.
Mr. Justice Holmes delivered the opinion of the court:
This case first came here by appeal from the supreme court of Arizona while Arizona was still a territory. Before the decision by this court, Arizona became a state, and the judgment, so far as now in controversy, having been reversed, the case was remanded 'for such further proceedings as may not be inconsistent with the opinion of this court,'-the formula usual in cases coming from a state. 225 U.S. 445, 459 , 56 S. L. ed. 1156, 1164, 32 Sup. Ct. Rep. 728. The ground for the present attempt to reopen the merits is that the state court has misinterpreted the mandate that it received. Martin v. Hunter, 1 Wheat. 304, 354, 4 L. ed. 97, 109. See Julian v. Central Trust Co. 193 U.S. 93 , 48 L. ed. 629, 24 Sup. Ct. Rep. 399.
The case is stated at length in the former decision. All [239 U.S. 26, 29] that is necessary to explain the present question may be put in shorter form. The suit was brought by Zeckendorf as a stockholder in the Silver Bell Mining Company to recover money alleged to belong to the company and appropriated by Steinfeld. There was a further cause of action alleged, but that has been disposed of. The money represents the proceeds of the Silver Bell mine and a group of mines adjoining the Silver Bell and purchased by Steinfeld, it was assumed by the parties, as trustee for the company. Steinfeld sold all the mines for $515,000, $115,000 cash, $400, 000 in notes for $100,000 each, and his action was confirmed. At the time of the conveyance to the purchaser it was agreed by a contract in writing that the purchase price should belong to the Silver Bell Copper Company, and in the same instrument it was provided that the four notes should be held by Steinfeld as trustee and as security against his personal obligations in the matter. Steinfeld received the cash and the proceeds of the first two notes, paid certain liabilities of the company, and deposited the residue, except $50,000 attached in his hands, in the Bank of California in his own name.
In December, 1903, Zeckendorf brought a suit to restrain the turning over of the deposited funds by the bank to Steinfeld, and on December 26, 1903, a stockholders' meeting was held at which all parties were represented and a vote of rescission was passed upon which the present question arises. For Steinfeld it is argued that the whole agreement was rescinded. The other side contends that the rescission went only to the clause giving Steinfeld a right to the personal custody of the money. The directors, consisting of Steinfeld and his creatures, although not understanding the rescission to go beyond the indemnity clause, passed a vote behind Zeckendorf's back under which the proceeds of the sale were divided and one half given to Steinfeld. After the judgment of this court, the state court conceived itself bound by the mandate to [239 U.S. 26, 30] enter judgment for the plaintiff, and did so. It now is contended on Steinfeld's part that he never has had his day in court to present his case; for, it is said, the territorial court simply ruled as matter of law that the vote of rescission rescinded the contract in toto, and this court, if it thought, as it did, that the ruling was wrong, properly could do no more than to send the case back for a finding of fact as to the true purport of the vote. If this should be done, Steinfeld alleges that he has evidence that he wishes to present.
A court is not necessarily precluded from construing a document because the construction is affected by facts and circumstances not open to dispute. But the question now is not whether this court was right or wrong, but what it did. The mandate issued within the memory of present members of the court, and there is no doubt that the court below did what we intended that it should. In the time of Edward I., Hengham interrupted discussion of the Stat. Westm. II., by saying, 'We know it better than you, for we made it.' Ne glosez point le Statut; nous le savoms meuz de vous, qar nous les feimes. Y. B. 33 Edw. I. Mich. Rolls ed. 83. However it may be as to a statute, the objection seems reasonable when applied to a mandate that has been followed as it was meant, and the following words, among others, show clearly enough that we expressed our intent: 'In our view the facts found show that . . . the subsequent attempt to rescind the action by which the proceeds of the sale of the English group of mines became the property of the Silver Bell Company, and to give the proceeds to Steinfeld, must be held for naught.' 225 U.S. 450 . If the territory had not become a state, a judgment would have been ordered. The more reserved phrase was used by reason of the change, but with no change in what consistency with our opinion was deemed to require.
We see no reason for supposing that cases were intended [239 U.S. 26, 31] to come to this court from Arizona in other than the usual form. Therefore in any event this appeal would have to be dismissed. To meet this possibility a writ of error was allowed at the last moment. We have considered the record as if made up under the writ. But, apart from technical objections that have been urged, the only question that would be open is whether the judgment below was inconsistent with the opinion of this court; and, as it very plainly is not, there is no reason for disturbing it. Our mandate was not concerned with the allowance of attorneys' fees and some other matters that were argued, and therefore they present no Federal question and need not be considered.