44 Reporter's Statement of the Case bonds held by the Bankers' Farm Mortgage Company could be offset to the extent thereof, on account of the purchase price of the assets in question. Settlement in relation to the sale of assets was made accordingly by an offset of dividends amounting to $86,548.86 and $2,310,337.42, respectively. The balance of the purchase price was covered by a deposit of $22,500.00, made when the bid of the Bankers Farm Mortgage Company was submitted, and a charge of $11,626.22 against the proceeds from the sale of assets subsequent to February 29, 1932, which proceeds according to the terms of the sale were to be paid to the purchaser. The total of these four amounts represents $2,401,000.00, the purchase price, plus $30,012.50 interest on the purchase price, divided between Parcel A and Parcel B, from February 29, 1932, to July 29, 1932. 21. Plaintiff, having acquired more than 98 percent of the bonds of the bank, received a corresponding percentage of liquidating dividends Nos. 2 to 9, inclusive. With respect to bonds acquired before the date on which any such dividend was made, plaintiff was paid liquidating dividends by the receiver. With respect to bonds which were acquired after the date on which one or more such dividends were made, payments equal to such previous dividends were made to plaintiff by the transferors of the bond, pursuant to adjustments at the time of transfer. The liquidating dividends and adjustments so received amounted to 50.83+ percent of the principal of plaintiff's bonds and interest accrued to July 1, 1927. In addition to the liquidating dividends which were made from the proceeds of assets of the Bankers Joint Stock Land Bank, plaintiff received amounts aggregating 4.44+ percent of its bond claims which additional amounts were paid out of funds collected in an equity suit brought on behalf of all bondholders against the shareholders of the bank, to enforce the statutory personal liability of the shareholders. The funds collected in the equity suit were administered and disbursed by the Marine National Exchange Bank of Milwaukee, Wisconsin, in the capacity of equity receiver, appointed by the United States District Court of the Eastern District of Wisconsin. Reporter's Statement of the Case 94 C. Cls. 22. On February 15, 1933, the Federal Farm Loan Board declared, and directed the receiver to distribute, final liquidating dividends Nos. 8 and 9 from the proceeds of pledged and unpledged assets, respectively, to all bondholders of the bank who had made proofs of claim, or their assignees, including plaintiff, as assignee of 98+percent of total bond claims. 23. On February 18, 1933, by order of the Federal Farm Loan Board, the Treasurer of the United States transferred funds aggregating $101,762.33 from his accounts designated "Proceeds of Pledged Assets" and "Proceeds of Unpledged Assets," to the receiver, for distribution as final liquidating dividends, as aforesaid. The total amount so transferred by the Treasurer of the United States was equal to the total amount of dividends Nos. 8 and 9, less the proportionate shares of the dividends which were payable to unknown holders of bond obligations who had not then made proofs of claim. As a result of this transfer, there remained on deposit only the sum of $12,335.78, to cover future claims by unknown holders of bond obligations, that sum being equal to the amount requisite for the payment of such future claims on the same basis as the claims (99+ percent of the total bond claims) which had theretofore been proved and allowed. The remaining deposit, for future claims, was equal to the difference between (1) the total amounts paid over to the Treasurer by the receiver from the commencement of the receivership on July 1, 1927, to and including the declaration and distribution of the final liquidating dividends in February 1933; and (2) the total of amounts transferred by the Treasurer to the receiver, during the same period, pursuant to orders of the Federal Farm Loan Board, for the payment of operating expenses and liquidating dividends. 24. After distributing the final liquidating dividends, the receiver delivered to their respective owners all bonds which had theretofore been deposited, with proofs of claim, by the owners or their predecessors in interest. Each bond so delivered to plaintiff bore on its face the following endorsement affixed by the receiver: 44 Reporter's Statement of the Case Bankers Joint Stock Land Bank of Milwaukee was declared insolvent and placed in the hands of a Receiver by the Federal Farm Loan Board on July 1, 1927. Final disposition has been made of all assets of said Bank and Receiver's total and final dividends on this bond have been paid. Coupons attached to bonds so delivered to plaintiff bore the following endorsement, stamped thereon by the receiver: "Bank Liquidated." 25. During the active period of the receivership (July 1, 1927-February 15, 1933), the receiver disbursed approximately $2,041,402.91 for expenses which were allocated to specific assets of the bank. No claim is asserted by plaintiff with respect to the moneys so expended. In addition, the receiver expended sums aggregating $615,961.46 for the general administrative expenses of his office. The claim asserted by plaintiff in this suit relates to funds disbursed by the receiver in payment of general administrative expenses. 26. From the commencement of the receivership on July 1, 1927, to and including the effective date of the sale of assets, February 29, 1932, the receiver disbursed the total amount of $535,407.58, in payment of general administrative expenses. Thereafter, and until the assets were delivered to plaintiff on August 5, 1932, all expenses incurred by the receiver were charged to plaintiff, as purchaser of the assets, pursuant to the express provisions of the notice of sale, as stated above in finding 18. General administrative expenses in the amount of $54,998.62 were incurred by the receiver, and charged to plaintiff as aforesaid, during the interim between the effective date of sale and the transfer of assets. The receiver was duly reimbursed by plaintiff for all expenditures made during the interim. No part of the operating expenses of the receivership during the interim was included in the net total of expenses paid from the proceeds of receivership assets. After the actual transfer of assets to plaintiff on August 5, 1932, and to and including the declaration of final liquidating dividends on February 15, 1933, the receiver disbursed $25,555.26 for general administrative expenses. The total gross amount of general ad Reporter's Statement of the Case 94 C. Cls. ministrative expenses for the entire active period of the receivership was $615,961.46; and the total net amount of such expenses after deducting the sums charged to plaintiff as aforesaid, was $560,962.84, as shown by the following table: General administrative expenses of receiver of the Bankers Joint Stock Land Bank of Milwaukee The expenses in this column were charged to plaintiff. See explanation in text. The item "Farm Loan Board Expense" represents the total amount paid by the receiver to the Federal Farm Loan Board, by reason of assessments levied upon the Bankers Joint Stock Land Bank, pursuant to Paragraph 3 of the Federal Farm Loan Act, as amended by Paragraph 3 of the Act approved March 4, 1925, and as further amended by the Act approved June 26, 1930. The item Reappraisal expense represents the total amount paid by the receiver to land. bank appraisers, who were public officials appointed by the Federal Farm Loan Board and assigned to duty at the office of the insolvent Bankers Joint Stock Land Bank and paid by the bank which they served, pursuant to Paragraphs 3 and 10 of the Federal Farm Loan Act (U. S. Code, Title 12, secs. 656, 658,755). 27. The receiver paid all expenses and liquidating dividends from funds transferred to him for that purpose by the Treasurer of the United States, pursuant to successive orders of the Federal Farm Loan Board. At the close of the active period of the receivership upon distribution of the final liquidating dividends in February 1933, the receiver had disbursed and made full and accurate accounting for all funds so transferred to him by the Treasurer of the United States, and there remained in the receiver's possession no assets of the Bankers Joint Stock Land Bank, or moneys derived from such assets. 28. The Treasurer of the United States does not, and has not at any time since February 18, 1933, held any sums whatever for the account of the bank or its receiver, or any moneys derived from the assets of the bank, except the amount left on deposit, as stated above in finding 22, for the benefit of unknown holders of outstanding bond obligations of the bank. The amount left on deposit in the account as of 44 Opinion of the Court February 18, 1933, was $12,335.78, which amount has since been reduced by payments to bondholders making proof of claim, to a balance of $3,642.87, as of December 14, 1939, which balance is held by the Treasurer of the United States for the account of E. Anthony, as receiver, subject to the orders of the Farm Credit Administration (successor of the Federal Farm Loan Board), for the benefit of the unknown holders of bond obligations. The court decided that the plaintiff was not entitled to recover. MADDEN, Judge, delivered the opinion of the court: The Bankers Joint Stock Land Bank of Milwaukee, Wisconsin, was organized in 1918 as a joint stock land bank under the Federal Farm Loan Act. U. S. Code, Title 12, Sec. 811 et seq. Its stock and bonds were owned by private persons, and its profits, if any, went to such security holders. It operated under the supervision and regulation of the Federal Farm Loan Board. It made loans secured by mortgages on farms, and issued bonds secured by such mortgages and other collateral. On July 1, 1927, the bank failed to pay the interest on its bonds and, pursuant to the statute, the Federal Farm Loan Board declared the bank insolvent and appointed a receiver to take possession of the property and assets and collect the debts and perform such other functions as might be directed by the Board. The receiver, from July 2, 1927 to February 15, 1933, maintained at Milwaukee an office and staff. He turned over all money collected to the Treasurer of the United States, and received from the Treasurer funds for operating expenses and for dividends to the creditors of the bank. In keeping his accounts, he charged items of expense directly attributable to the preservation or realization of any particular asset, such as taxes or insurance or repairs on a mortgaged farm, or the court costs and auctioneer's and local attorneys' fees on the foreclosure of a mortgage, to that asset. But the fees and salaries paid to his general counsel, attorneys, bookkeepers, clerks and office help who did work in connection with the preservation and realization of all |