Page v. Edmunds/Opinion of the Court

The case presented by the record is a simple one, and does not call for elaborate discussion. Indeed, it has been virtually ruled by this court. Hyde v. Woods, 94 U.S. 525, 24 L. ed. 265; Sparhawk v. Yerkes, 142 U.S. 1, 35 L. ed. 915, 12 Sup. Ct. Rep. 104.

Section 70 of the bankrupt act of 1898 provides that the trustee shall be vested with:

'The title of the bankrupt as of the date he was adjudged a bankrupt, except in so far as it is property which is exempt, to all. . ..

'(3) Powers which he might have exercised for his own benefit. . ..

'(5) Property which prior to the filing of the petition he could by any means have transferred, or which might have been levied upon and sold under judicial process.' [30 Stat. at L. 566, chap. 541, U.S.C.omp. Stat. 1901, p. 3451.]

This section, with that which provides for exemptions of property, constitute the elements to be considered.

Section 6 of the Lankrupt act provides as follows:

'This act shall not affect the allowance to bankrupts of the exemptions which are prescribed by the state laws in force at the time of the filing of the petition in the state wherein they have had their domicil for the six months, or the greater portion thereof, immediately preceding the filing of the petition.'

1. Was the seat in the stock exchange property which could have been by any means transferred, or which might have been levied upon and sold under judicial process? If the seat was subject to either manner of disposition, it passed to the trustee of the appellant's estate.

We think it could have been transferred within the meaning of the statute. The appellant could have sold his membership, the purchaser taking it subject to election by the exchange, and some other conditions. It had decided value. The appellant paid for it in 1880, $5,500, and he testified that the last price he had heard paid for a seat was $8,500. One or the other of these sums, or, at any rate, some sum, was the value of the seat. It was property and substantial property to the extent of some amount, notwithstanding the contingencies to which it was subject. In other words, the buyer took the risk of the contingencies. And they seem to be capable of estimation. The appellant once estimated them and paid $5,500 for the seat in controversy; another buyer estimated them and paid $8,500 for a seat. A thing having such vendible value must be regarded as property, and as it could have been transferred by some means by appellant (one of the conditions expressed in § 70) it passed to and vested in his trustee. Whether it was subject to levy and sale by judicial process we need not consider except incidentally in discussing the next contention.

2. To sustain the claim of exemption under the state law, and therefore under the bankrupt act, appellant relies upon the decisions of the supreme court of the state of Pennsylvania. If those decisions are interpretations of the state statute, we must yield to their authority. If they are declarations of general law, mere definitions of property,-we may dispute their conclusions if their reasoning does not persuade.

Two cases are cited by appellant: Thompson v. Adams, 93 Pa. 55, and Pancoast v. Gowen, 93 Pa. 66.

In Thompson v. Adams the following facts were presented (we quote from appellant's brief):

'Thompson furnished to Richards the money with which to purchase a membership seat in the Philadelphia Stock Exchange. Richards subsequently died indebted to sundry members of the exchange, and his seat was sold by it under its rules, to satisfy these claims, which were in excess of, and exhausted, the proceeds realized. Thompson sued Adams et al., trading as the Philadelphia Stock Exchange, to recover the proceeds of the seat in the treasurer's hands, claiming to be the equitable owner of the seat, as against the creditors of Richards in the exchange.'

The entire opinion of the court was as follows:

'The constitution and articles of a voluntary association such as the Philadelphia board of brokers are law as to the members. The plaintiff below was not a member, but had furnished the money by which Richards obtained a seat. His contention is that he is the equitable owner of the seat and had title to what was received for it, and that the defendant had no right to apply the proceeds to the debts due by Richards to other members, in pursuance of the terms of the constitution of the club. But why not? Richards was the member of the board, the legal woner of the seat, and the plaintiff an entire stranger, unknown to the association. The members give credit to each other in part, no doubt, upon the faith of the liability of a member's seat to them for his debts. There is nothing unlawful or unreasonable in this regulation. The seat is not property, in the eye of the law; it could not be seized in execution for debts of the members. It is the mere creation of the board, and of course was to be held and enjoyed with all the limitations and restrictions which the constitution of the board chose to put upon it.'

It is manifest that the court did not rest its decision upon the exemption of the property under a statute of the state. It asserted simply the rights of the members of the club, under its constitution, to be preferred in the payments of their claims. It is true, the court said, 'the seat is not property, in the eye of the law; it could not be seized in execution for debts of the members.' This language is not very clear. It is not certain whether the learned court intended to say that the seat was not property at all, or not property because it could not be seized in execution for debts. If the former, we cannot concur. The facts of this case demonstrate the contrary. If the latter, it does not affect the pending controversy. The power of the appellant to transfer it was sufficient to vest it in his trustee.

'The case of Pancoast v. Gowen' (we quote again from appellant's brief) involved 'an attachment against the Philadelphia Stock Exchange, sought by a creditor of a member in good standing, to compel the sale of his seat in satisfaction of a judgment debt, which was refused on appeal to the supreme court, after an exhaustive examination by the court of the exchange rules.' The opinion was as follows:

'A seat in the board of brokers is not property subject to execution in any form. It is a mere personal privilege, perhaps more accurately a license to buy and sell at the meetings of the board. It certainly could not be levied on and sold under a fi. fa. The sheriff's vendee would acquire no title which he could enforce; nor is it within either the words or the spirit of the act of June 16, 1836 (§ 35, Pamph. L. 767), providing for attachment on judgment. Whether the proceeds of the sale of the seat in the hands of the treasurer of the board and payable to the defendant, according to the regulations and by-laws of the board, could be thus reached is an entirely different question. This and no more is what we understand to have been decided by the Supreme Court of the United States in Hyde v. Woods, 94 U.S. 525, 24 L. ed. 265, where Mr. Justice Miller says: 'If there had been left in the hands of the defendants any balance after paying the debts due to the members of the board, that balance might have been recovered by the assignee' in bankruptcy.'

There is an absence in the latter case, as there was in the other, of any purpose to construe a statute, and the test of property is the same as in the other case,-liability to be levied upon and sold under a fi. fa. An attempt to enforce such a levy and sale was made in both actions to the exclusion of the rights of other members of the association. The attempt was properly defeated. Undoubtedly the seat in the board 'was to be held and enjoyed with all the limitations and restrictions which the constitution of the board chooses to put upon it.'

We expressed that limitation in Hyde v. Woods, 94 U.S. 525, 24 L. ed. 265, but we decided, nevertheless, that a seat was property, and that if upon its sale any balance was left after paying the debts due to the members of the board, that balance could be recovered by the assignee in bankruptcy. This was not denied by the supreme court of Pennsylvania, and it may be that the court only intended to declare the priority of board creditors over general creditors. If so, the decision expresses no rule with which we need take issue, or which is relevant to the pending controversy. Nor, indeed, if the case may be construed more broadly. The bankrupt act of 1898 has made its own rule. For the same reason it is not necessary to review the cases cited from other jurisdictions. Whatever is in them favorable to appellant's contention was based upon the inability that the respective courts found in the law to transfer a title which could be insisted upon and enjoyed against the consent of the association. But that consequence, in our judgment, affects the value of a seat in a stock board, not its existence as property. The contingencies which may defeat or affect its title, or its enjoyment, will be reflected in its price, and if, notwithstanding them, a seat has a vendible value of from $5,000 to $8,000, it would seem that the law should have some process to reach it for the benefit of creditors. And the bankrupt act supplies the process. The trustee of a bankrupt's estate is the bankrupt's assignee, and we only repeat the statute when we say that the trustee is vested with whatever the bankrupt can convey. And the statute is something more than another mode of transferring property in invitum. It is a gift of privileges, and expresses the conditions upon which they are conferred.

To establish the exemption of the seat under the state law counsel quotes the previsions of the local insolvent law of June 16, 1836 (Pa. Laws, 72), as follows:

'That every insolvent shall be entitled to retain all such articles as may by law be exempted from levy and sale upon execution.' (§ 37.)

'Every such debtor shall be entitled, notwithstanding his assignment, in conformity with this act, to retain for the use of himself and his family all such articles as are or may be by law exempted from levy or sale on any execution, or from distress for rent, and the property in such articles shall not pass to his trustees.' (§ 38.)

It is argued that the supreme court of the state, having decided that a seat in the stock board is not subject to levy and sale under execution, it becomes under those provisions property exempt from debts under the state law, and exempt therefore under § 6 of the national bankrupt act.

But there is nothing in the opinion of the court which intimates an intention to construe the statute of 1836 or that the decision would give to the statute the effect asserted. If such had been the intention no question would have been reserved or mentioned of the right of general creditors to resort to the proceeds of the sale of a seat after board creditors should be paid. Not only the seat, but the proceeds of its sale, would be exempt.

Another answer is urged to the contention. By the act of April 9, 1849 (Pa. Laws, 533, § 1), it is enacted: 'In lieu of the property now exempt by law from levy and sale on execution issued upon any judgment obtained upon contract and distress for rent property to the value of $300, exclusive of all wearing appearel of the defendant and his family and all bibles and school books in use in the family (which shall remain exempted as heretofore) and no more owned by or in possession of any debtor, shall be exempt from levy and sale on execution or by distress for rent.'

Judgment affirmed.