Reconstruction Finance Corporation v. Bankers Trust Co.
Opinion of the Court
delivered the opinion of the Court.
This controversy arises in a proceeding under § 77 of the Bankruptcy Act
The Commission approved a plan of reorganization, and the District Court, with the plan before it, directed the filing of all petitions for allowance of “compensation for services rendered or for expenses (including reasonable attorneys’ fees) incurred either under clause (12) of subsection (c) of Section 77
The respondent filed two such, petitions;, numbered respectively 266 and 267, each praying stated amounts as compensation for services as indenture trustee, for counsel fees, and for expenses. The sums named and the services recited in the two petitions were identical, but in 267 the compensation was claimed under § 77 (c) (12), and the right was reserved to object to the jurisdiction of the Commission. That petition was sent by the court to the Commission for the fixing of a maximum allowance. Prior to the Commission’s action thereon, 266 came on for hearing by the court.
In 266 the respondent alleged that the services had “not been rendered or incurred ‘in connection with the proceedings and plan’ ” for reorganization, but by respondent as trustee under the mortgage in performance of its fiduciary duties, for the benefit of the trust estate, as distinguished from the debtor’s estate;
Over opposition by petitioner, a creditor and an intervenor, the court ruled that § 77(c) (12) did not apply, that the mortgage rendered the claim a proper charge on the mortgaged property, and directed the respondent to pay itself the amounts claimed out of cash deposited with it as indenture trustee.
The court refrained from passing on this portion of the Commission’s report. The petitioner appealed from the order in 266, and the Circuit Court of Appeals affirmed the judgment.
Section 77(c) (12), which appears in the margin
The questions presented are: (1) does the subsection apply to the respondent’s claims, and (2) if it does, is it valid? We answer both in the affirmative.
First. The respondent contends that the expenses and services for which compensation was allowed were not those referred to in § 77 (c) (12). This, notwithstanding acquiescence in the holdings of the court below, which we think correct, that the term “debtor’s estate” as used in the act embraces cash deposited with the indenture trustee and that the services and expenses in question were rendered and incurred “in connection with the proceedings and plan.”
The basis of the contention and of the decision below is that the services and expenses in question are “not within the meaning of” the subsection as the claim for their allowance is based upon the contract expressed in the mortgage
The subsection applies in terms to allowance of claims such as those here in issue. No legislative history is cited to the contrary. The statute deals with other claims arising out of contract and secured by liens fixed or inchoate, and no basis is suggested for excluding the respondent’s claim from its sweep.
Second. The main argument advanced in support of the judgment is that to apply § 77 (c) (12) to the respondent’s claims would violate the Fifth Amendment of the Constitution, by depriving the courts of power to determine whether the Commission’s decision was contrary to law or without evidence to support it; and by destroying respondent’s vested property rights. In addition, it is urged that by Art. III, § 1, the judicial power of the United States is vested exclusively in the courts and matters of private right may not be relegated to administrative bodies for trial. The statute, fairly applied, in the circumstances disclosed by the record does not contravene any constitutional provision.
Three diverse conclusions respecting the effect of § 77 (c) (12) have been expressed by the courts. It has been held that the maximum fixed by the Commission is in all circumstances binding and unalterable.
None of these views seems to us rightly to construe the statute. We think the Congress did not intend to deny the courts all power of review of Commission action in such cases. The statute plainly requires reference to the Commission of claims of the class under consideration, a hearing by that body, the setting of a maximum and action by the court on the footing of the Commission’s report. It does not contemplate a hearing de novo on the issue of the reasonable worth of the services rendered or the propriety of the expenses incurred, or a reappraisal by the court of the facts. Moreover the procedure suggested by petitioner does not comport with the evident purpose of § 77 (c) (12) which appears to treat the court’s action with respect to such claims as a matter distinct from his final action on the plan as a whole under § 77 (e).
Thus understood, we find no infirmity in the statute. The committal to the Commission of the fact finding office raises no substantial question under the Fifth Amendment. In actions at law a jury is the traditional trier of facts, whose function as such is preserved and guaranteed by the fundamental law. But courts of equity, of admiralty and of bankruptcy, by themselves and their mandatories examine and decide disputed questions of fact; and no reason is perceived why claims of the sort here involved should not be litigated, as are other claims against bankrupt estates, by such machinery and in such manner as Congress shall prescribe, saving to the claimant the right of notice and hearing, and such review as is provided by the statute as we construe it.
At law the jury’s verdict settles issues of fact and defines rights, subject only to questions of law. In administrative procedure, the findings of the administrative body may likewise be made conclusive of fact issues, and equally define rights and duties subject only to questions of law. No question is made as to the competency of the Interstate Commerce Commission to appraise evidence and to draw an informed and intelligent conclusion as to what is a
To prescribe a method of trial of facts, subject to a court’s supervision in matters of law, is not, as respondent suggests, to destroy vested rights, but to provide a method of appraising and liquidating them. The statute awards the claim priority of payment, so that respondent is not called upon, as are some other classes of creditors, to suffer an abatement of its claim.
The judgment is reversed and the cause remanded to the District Court with instructions to proceed in conformity with this opinion.
Reversed.
March 3, 1933, c. 204, 47 Stat. 1474, as amended; 11 U. S. C. § 205.
Pursuant to § 77 (c) (13); 11 U. S. C. § 205 (c) (13).
11 U. S. C. § 205 (e) (12).
St. Louis-San Francisco Ry. Co. Reorganization, 249 I. C.. C. 195, 218.
In re New York, N. H. & H. R. Co., 46 F. Supp. 236.
“Within such maximum limits as are fixed by the Commission, the judge may make an allowance, to be paid out of the debtor’s estate, for the actual and reasonable expenses (including reasonable attorney’s fees) incurred in connection with the proceedings and plan by parties in interest and by reorganization managers and committees or other representatives of creditors and stockholders, and within such limits may make an allowance to be paid out of the debtor’s estate for the actual and reasonable expenses incurred in connection with the proceedings and plan and reasonable compensation for services in connection therewith by trustees under indentures, depositaries and such assistants as the Commission with the approval of the judge may especially employ. Appeals from orders of the court fixing such allowances may be taken to the circuit court of appeals independently of other appeals in the proceeding and shall be heard summarily. The Commission shall, at such time or times as it may deem appropriate, after hearing, fix the maximum allowances which may be allowed by the court pursuant to the provisions of paragraph (12) of this subsection (c) and, after hearing if the Commission shall deem it necessary, the maximum compensation which may be allowed by the court pursuant to the provisions of paragraph (2) of this subsection (c).”
None of the services were routine administrative services currently rendered by the trustee; none were of non-routine character- rendered prior to the inception of the reorganization proceeding. If they had been of these descriptions the petitioner concedes allowance for them would be a matter for the court under § 77 (e), 11 U. S. C. 205 (e).
Article Twenty-third of the Indenture: “The Trustees shall be entitled to reasonable compensation for all services rendered by them in the execution of the trusts hereby created, which compensation as well as all reasonable expenses necessarily incurred and actually disbursed hereunder, the Railway Company agrees to pay and hereby charges on the trust estate.”
In re Chicago, M., St. P. & P. R. Co., 121 F. 2d 371; In re Chicago & N. W. Ry. Co., 35 F. Supp. 230; In re Chicago G. W. R. Co., 29 F. Supp. 149. It is suggested this view is sustained by the legislative history of the section. But the changes made by amendment in another section (77 (e)) are not helpful; and the testimony before the Judiciary Committee of the House is neither the sort of legislative material this court holds relevant to the construction of a statute, nor is it clear or definite upon the point at issue.
In re New York, N. H. & H. R. Co., supra, note 6.
11 U. S. C. 205 (e).
Concurring Opinion
concurring:
While I concur in the result and in most of the opinion of the Court, I am in disagreement with the majority on one phase of the case.
I do not think that the maximum allowance made by the Commission for fees and expenses is subject to review by the District Court. Sec. 77 (e) (2) now provides that the judge shall approve the plan if satisfied that the amounts to be paid for fees and expenses have been disclosed, “are reasonable, are within such maximum limits as are fixed by the Commission, and are within such maximum limits to be subject to the approval of the judge.” Prior to the 1935 amendments to § 77, that provision, then contained in subsection (g) (2), read differently. Though subsection (f) then stated that the Commission had to “fix the maximum compensation and reimbursement” which might be allowed by the court, subsection (g) (2) provided for approval of the plan by the judge if he was satisfied that all such amounts “have been
That construction also squares with other provisions of § 77. Thus subsection (c) (12) provides that the judge may make an allowance “within such maximum limits as are fixed by the Commission.” It also requires the Commission to “fix the maximum allowances which may be allowed by the court.” They indicate to me that in line with the minority views in United States v. Chicago, M., St. P. & P. R. Co., 282 U. S. 311, which § 77 adopted (see Congressman LaGuardia, 76th Cong. Rec., 72nd Cong., 2d Sess., p. 5358), the drain on the cash resources of railroads was to be controlled by entrusting to the Commission the responsibility for determining the total amount of cash which should be expended for fees and expenses. Within those limits the courts could make a fair allocation among
It is of course the duty of the Commission not only to fix the maximum amount of the aggregate allowances for fees and expenses but also to determine in the first instance how much each claimant should receive. That is made evident not only by subsection (c) (12) but also by subsection (d) which requires the Commission in its approval of a plan to find that it meets the requirements of subsections (b) and (e). The latter, as has been noted, requires that the amounts to be paid by the debtor or the reorganized company for expenses and fees be “reasonable” as well as “within such maximum limits as are fixed by the Commission.” Since the main services rendered in connection with a plan of reorganization under § 77 occur before the Commission, it is in a much better position than the District Court to determine the value, if any, of the services rendered by each claimant. That fact gives great weight to the findings made by the Commission on each claim. But the requirement in subsection (e) (2) that the judge find that the awards are “reasonable” negatives the idea that the findings of the Commission are conclusive. Hence within the maximum limits of the total allowances for fees and expenses the judge can make readjustments — increasing or decreasing amounts awarded to the various claimants or granting allowances where none were made by the Commission. The contrary view was
My conclusion that the aggregate maximum allowances fixed by the Commission are not reviewable does not make § 77 (c) (12) and (e) (2) unconstitutional. It is Congress which has the power under the Constitution to establish “uniform Laws on the subject of Bankruptcies throughout the United States.” Article I, § 8, Cl. 4. The scope of the bankruptcy power is not restricted to that which has been exercised. Continental Bank v. Chicago, R. I. & P. Ry. Co., 294 U. S. 648, 670-671. The fact that Congress has customarily entrusted administration of the various bankruptcy acts to the courts does not mean that it must do so. As stated by Judge Evans in In re Chicago, M., St. P. & P. R. Co., supra, p. 375, “the power of Congress to deal with bankruptcy carries with it the right to select the tribunal, even going outside of courts, to administer debtors’ estates.” When it comes to fees for services rendered or expenses incurred in connection with bankruptcy proceedings, Congress has plenary power. In § 48 of the general bankruptcy Act Congress has prescribed the schedule of fees for receivers, marshals, and trustees. It could provide that no fees for services rendered during the bankruptcy proceedings might be paid from the estate. The 1935 amendments to § 77 originally were recommended by the committees
The testimony of Mr. Craven, the draftsman of the bill, is illuminating:
“Mr. Burgess. That is the provision of this act that the maximum is to be approved by the Commission. The objection that I was making was directed to Commissioner Mahaffie’s addition to that. It seems to me that the provision for the approval is adequate. I am not sure whether that maximum is appealable. Are you, Mr. Craven? That is, can the fixation of a maximum by the Commission be appealed under this act?
Mr. Craven. I think not.
Mr. Burgess. You think not?
Mr. Craven. That is my recollection of it.
Mr. Celler. Even if the court would accept the maximum there would be no appeal from the court’s ruling?
Mr.. Burgess. I do not know of any appeal that you can take from the Commission’s fixation of a maximum under this act.
Mr. Celler. That does not seem right.
Mr. Burgess. That (sic) is an appeal from the court’s fixation, of course, but that would have to be within the maximum, so I do not know of any appeal.
Mr. Michener. There are a number of powers from which you cannot appeal so far as the decision of the Commission is concerned. They are really given more power in some particulars than the judge.
Mr. Celler. That leaves the entire matter in the hands of the Inter
Mr. Michener. Yes.
Mr. Burgess. Yes.
Mr. Celler. With no right of appeal at all if the maximum is accepted by the court?
Mr. Burgess. That is my understanding. If Mr. Craven has a different view, I should be glad to accept his view.
Mr. Craven. That is my understanding of it.”
Hearings on H. R. 6249, House Committee on the Judiciary, 74th Cong., 1st Sess., Ser. 3, p. 86. And see the testimony of Commissioner Mahaffie at p. 70, which is also quoted in In re Chicago, M., St. P. & P. R. Co., supra, p. 374.
The committee print of the bill provided for allowances of expenses and of compensation. See subsections (c)(12) and (e)(2) of H. R. 6249, 74th Cong., 1st Sess., Hearings on H. R. 6249, supra, pp. 6, 7. As recommended by both the House and Senate committees, allowances for expenses but not for compensation were provided. The provision for allowances of fees was later restored. 79 Cong. Rec., 74th Cong., 1st Sess., p. 13765.
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