Mr. Edward F. McClennen, of Boston, Mass., for petitioners.
Mr. John R. Lazenby, of Boston, Mass., for respondent.[ Myers v. International Trust Co. 263 U.S. 64 (1923) ]
Mr. Chief Justice TAFT delivered the opinion of the Court.
This action was begun in the superior court of Massachusetts by the International Trust Company, a bank, against Samuel A. and Harry Myers, brothers and partners, for damages for deceit in that the defendants had obtained credit from the trust company by a false statement of their financial condition. The action resulted in a verdict for $14,304.49. The amended answer of the defendants pleaded res adjudicata in the cause by a decree of the United States District Court for Massachusetts in bankruptcy, and on the trial the defendants offered the record therein as evidence of an estoppel by judgment [263 U.S. 64, 69] against the plaintiff as to the fact of falsity. The trial court excluded the record. The case was taken by bill of exceptions to the Supreme Judicial Court, which overruled the exceptions and sent down the rescript and pursuant thereto final judgment was entered on the verdict. The Massachusetts courts held that the bankruptcy proceedings neither were res judicata as to the cause nor estopped the plaintiff as to the fact of falsity. The case here turns on the effect of the bankruptcy record, and so presents the federal question whether full faith and credit was given to the judgment of a federal court. Radford v. Myers, 231 U.S. 725, 730 , 34 S. Sup. Ct. 249; National Foundry & Pipe Works v. Oconto Water Supply Co., 183 U.S. 216, 233 , 22 S. Sup. Ct. 111.
In January, 1917, an involuntary petition in bankruptcy was filed against the Myers Brothers. They made an offer of composition. A majority of the creditors accepted the offer. The referee recommended that it be confirmed. The Myers Brothers applied for confirmation. The International Trust Company entered its appearance as a creditor and opposed the confirmation on the ground, among others, that the Myers Brothers had obtained loans from the trust company by the statement made in writing on the first day of January, 1916, that the accounts receivable amounted to $ 58,425.06; that the statement was materially false and was made for the purpose of obtaining certain aforesaid sums on credit, 'said falsity being that the alleged bankrupts concealed and omitted to set forth in said statement the fact that of the said accounts receivable a certain portion in the neighborhood of $20,000 (the exact sum being unknown to your petitioner), had been assigned and set over to the Commercial Investment Trust and, further, that the accounts receivable, as set forth in said statement did not amount to the sum of $58,425.06.' The referee to whom the objections were referred reported that Myers Brothers had made the statement and the trust company had relied on [263 U.S. 64, 70] it in making them loans, but that when it was made it was a true statement and correctly set forth the financial condition of the bankrupts on January 1, 1916, as shown by their books kept according to the custom of the bankrupts at that time by an experienced and competent bookkeeper, and he found no evidence that the bankrupts or either of them falsely or purposely concealed or omitted to set forth in said statement the amount of the accounts assigned to the Commercial Investment Company and that the objection could not be sustained. The District Judge (International Trust Co. v. Myers, 245 Fed. 110) confirmed the finding of the referee. The International Trust Company carried this ruling on appeal to the Circuit Court of Appeals for the First Circuit, and that court (245 Fed. 110, 112, 157 C. C. A. 406) affirmed the order confirming the composition.
The declaration of the Trust Company in this action for deceit has put the case on the falsity of the same statement of January 1, 1916
The general principles which must govern here are laid down in an oftquoted opinion of Mr. Justice Field in Cromwell v. Sac County, 94 U.S. 351 . In that case suit had been brought upon coupons attached to bonds issued by the county for the erection of a schoolhouse, and it was adjudged that the bonds and coupons were invalid in the hands of one not a bona fide holder for value before maturity, and, as the plaintiff had not shown himself to be such a holder, he could not recover. In a second suit on other coupons from the same bond, he proved that he was a holder for value before maturity, and the county sought to defeat the second suit by pleading the judgment in the first as res judicata. It was held that the cause was different and that the first judgment was not a bar. Mr. Justice Field said ( 94 U.S. 352 , 353 [24 L. Ed. 195]):
See, also, Southern Pacific R. R. Co. v. United States, 168 U.S. 1, 50 , 18 S. Sup. Ct. 18; Troxell v. Del. Lack. & West. R. R., 227 U.S. 434, 440 , 33 S. Sup. Ct. 274.
Coming, now, to apply these principles to the case before us, it is very clear that the opposition to the composition in the bankruptcy court was not the same cause of action as the suit for deceit here. That is settled by the decision of this court in Friend v. Talcott, 228 U.S. 27 , 33 Sup. Ct. 505, in a case involving similar facts, to be more fully stated. The defense of res judicata as to the cause was therefore not established by the judgment confirming the composition. [263 U.S. 64, 72] Counsel for the petitioners, however, urge that in spite of this the bankruptcy record was admissible in evidence. What he contends is that the essential fact found as between the petition and respondent in the bankruptcy proceedings and the confirmation of the composition was the truth of, and lack of falsity in, the statement of January 1, 1916, that in the trial of this action for deceit the burden of the trust company was to prove the falsity of the statement or fail, and that the Myers Brothers were entitled to introduce as evidence conclusively rebutting the trust company's evidence of such falsity, the record of the bankruptcy proceedings showing that the question of such falsity in the statement had been adjudged against the trust company and in favor of the Myers Brothers in a cause to which both were parties and in which the fact of falsity was a relevant and indispensable issue.
In the bankruptcy proceedings after the bankrupts' application was made to confirm the composition, the International Trust Company entered its appearance and filed its specifications as it was required to do under General Order XXXII (18 Sup. Ct. ix) before it could oppose the confirmation and the consequent discharge of the bankrupts. Then followed before the referee, to whom the issue thus made was referred, what was equivalent to a hearing in equity. This was the beginning of a distinct, separate and new suit. In re Guilbert (D. C.) 154 Fed. 676; In re Amer et al. (D. C.) 228 Fed. 576. This suit between respondent and petitioners was decided by the referee and the two courts against the respondent, and the composition was confirmed, because it was found that the statement of January 1, 1916 was true, and not false. This is exactly the same issue which arose in the suit for deceit which is before us. Recovery of the judgment under consideration cannot be sustained, except upon the finding that the statement was false. The respondent, the trust company, [263 U.S. 64, 73] cannot litigate again that issue in this case, because it is bound by the finding against it in its opposition to the confirmation of the composition. This follows necessarily from the rule in the second class of cases laid down by Mr. Justice Field in the language already quoted.
An adjudication of bankruptcy, or a discharge therefrom, is a judgment in rem and is binding on, and res judicata as to, all the world, only in respect of the status of the bankrupt, and is not conclusive as to the findings of fact or subsidiary questions of law on which it is based except as between parties to the proceedings or privies thereto. Gratiot State Bank v. Johnson, 249 U.S. 246, 248 , 39 S. Sup. Ct. 263; Manson v. Williams, 213 U.S. 453, 455 , 29 S. Sup. Ct. 519; In re Henry Ulfelder Clothing Co. (D. C) 98 Fed. 409, 413; In re Schick, 2 Ben. 5, Fed. Cas. No. 12,455. Here the International Trust Company was a real party to the issue and conducted the litigation. While the creditors whom it represented on the question of the discharge were only concluded as to the status of the bankrupt, it was estopped as between itself and the bankrupts in respect of the relevant facts determined in the controversy exactly as if the proceeding in opposition to the composition and discharge had been an ordinary civil suit by it against them.
The respondent, however, contends, and the Supreme Judicial Court of Massachusetts held, that this case is controlled upon this point as well as in respect to general defense of res judicata, by Friend v. Talcott, 228 U.S. 27 , 33 Sup. Ct. 505, and must be affirmed on the authority of that case. That was a case like this in which a creditor, having opposed a composition in bankruptcy, was defeated in his effort and brought suit in tort for deceit for damages equal to the balance of his claim after deducting what he had received on his provable claim for goods sold. The deceit alleged in the specification was a false report of [263 U.S. 64, 74] inancial condition of the bankrupt made to a commercial agency whose report the opposing creditor relied on. The bankruptcy court held that these facts thus alleged did not bring the case within paragraph (3) of section 14b of the Act of July 1, 1898 (chapter 541, 30 Stat. 550), as amended by the Act of February 5, 1903 (chapter 487, 4, 32 Stat. 797), which provided that--
It confirmed the composition. The reasoning of the bankruptcy court was that paragraph (3) required that the materially false statement, to be effective to prevent a discharge, should be made directly to the creditor or his representative whom the debtor intended to deceive, and that, as the specification only showed a statement made to a commercial agency, it did not aver facts sufficient to constitute a bar to the composition and the bankrupt's discharge.
A year later the creditor began his action for deceit. In addition to the general issue, the defendants and former bankrupts set up the above judgment as res judicata. In the District Court the cause was heard on this plea of former adjudication and the plea was sustained. The Circuit Court of Appeals held that the defense of res judicata was not sustained and reversed the judgment of the District Court.
This court held that the causes of action were not the same, that the first concerned the general discharge of all the creditors under one section, and the second the exception from such general discharge of a particular [263 U.S. 64, 75] creditor under another section and that the defense of former adjudication was bad.
Coming, then, to the question of estoppel by judgment on the issue of fact as to the deceit, Chief Justice White, speaking for the court, used this language:
The court thus points out that the issue of material falsity of statement was not an issue of fact in the bankruptcy court, because that court had held that even if the fact of falsity as alleged in the specification of opposition were conceded, it did not prevent the confirmation of the composition and discharge under paragraph (3), 14b, of the Bankruptcy Act because the statement was not made to the creditor or his representative, whereas the right of the creditor to recover in the action in hand was based on an exception to the discharge under the seventeenth section of the Bankruptcy Act of a liability 'for obtaining property by false pretenses or false representations' (amendment of February 5, 1903, chapter 487, 5, 32 Stat. 798 [Comp. St. 9601]), without any restriction as to whom the representation should be made. In other words, the exact point upon which the suit for deceit depended, to wit, the falsity of the statement, was not considered and passed on by the bankruptcy [263 U.S. 64, 76] court. That court, without inquiring as to the truth of the statement, held as matter of law that it could not prevent the composition.
Nor does that which follows the above quotation help respondents. It had evidently been argued that the view of the bankruptcy court as to the limitation of paragraph (3), 14b, was erroneous and that the issue of deceit was necessary before it and so in the result was decided. This led the Chief Justice to say ( 228 U.S. 41 , 33 Sup. Ct. 509):
This, of course, is to be applied to the facts of the case. The question of law whether the statement had to be made to the creditor or his representative only, under paragraph (3), 14b, of the Bankruptcy Act, did not arise in the second case at all, for, as said above, that involved only the meaning of section 17, which had no such words of limitation. The circumstance that the bankruptcy court may have erroneously declined to decide the question of falsity could not give its action in avoiding decision of it the same conclusive effect as if it had decided it, in a subsequent action between the same parties in which the reason for aviding it however in which the reason for avoiding it however continued ( 228 U.S. 42 , 33 Sup. Ct. 509):
This was only to say that the issue of falsity in paragraph (3), 14b, if rightly construed by the bankruptcy court, was not the same as that in section 17.
The distinction between that case and this then is clear. The whole and sole effect of the decision in Friend v. Talcott was, first, that the judgment confirming the composition and discharge, based on paragraph (3 ), 14b, was not the same cause of action as that in the action for deceit based on section 17, and therefore that it did not estop the creditor from obtaining a judgment in the latter suit; and second, that the issue of the falsity of the statement, while essential to recovery in the second suit for deceit, was not essential to the judgment in bankruptcy as held by the court which rendered the judgment and was in fact not determined by that court. In the case before us, however, we find that the issue of the statement's falsity was the same and was controlling in both suits and that because it was decided against the trust company in the first suit, the decision concludes the issue against the company in the second. It was error, therefore, to exclude from the evidence the record of the bankruptcy judgment on the composition.
The judgment is reversed, and the case is remanded for further proceedings not inconsistent with this opinion.