469

Opinion of the Court.

Garvan, 254 U. S. 554, 567–68. War brooks no delay. The Constitution imposes none.

The section, 5 (b) (1), and Executive Order under which the Custodian acted authorized the vesting in him by his order of the property of a foreign national. This description covered stock ownership of a foreign national in Silesian. The fact that the certificates did not come into the hands of the Custodian is immaterial. They are evidences of the property right of the foreign national in Silesian that is subject to be vested in the Custodian by the Act. See Great Northern R. Co. v. Sutherland, 273 U. S. 182. Section 5 (b) (1) specifically states, "and such designated agency or person may perform any and all acts incident to the accomplishment or furtherance of these purposes." See note 2 above. Since the Custodian was authorized to vest and to sell the property by § 5, we think that the power to require the issue of new certificates was incidental to that authority. As one purpose of § 5 (b) (1) was to authorize the seizure of the interests of foreign nationals in domestic corporations so that such interest could be used or sold, such authority to participate in management or to transfer the stock interests would be frustrated if customary evidences of the ownership could not be required from the corporation. The power of the Custodian to demand the certificates is plain. The correlative duty to obey the order equally so, if the effect of obedience does not do violence to other valid requirements of the statute or make Silesian liable to bona fide holders of the old stock.

Silesian in specific terms is protected from any liability to bona fide holders such as Non Ferrum or the Swiss Banks by reason of any infirmity in the Custodian's vesting order or his direction to Silesian to issue new certificates for the Non Ferrum stock. The applicable language of § 7 (e) of the Trading with the Enemy Act, 40

Opinion of the Court.

5

332 U.S.

Stat. 418, and § 5 (b) (2), as amended, 55 Stat. 839-40, are set out in the margin. But Silesian argues that protection cannot follow from an order contrary to the Trading with the Enemy Act. The order to issue the new certificates is said to be unauthorized because it allows the property of friendly alien pledgees, the Swiss Banks, to be taken contrary to § 8 (a). Section 8 (a) is said to be a limitation on the Custodian's power to seize property pledged to "any person not an enemy or ally of enemy." It is suggested that if § 7 (e) or § 5 (b) (2) is interpreted to require Silesian to carry out the Custodian's

5 40 Stat. 418, § 7 (e):

"No person shall be held liable in any court for or in respect to anything done or omitted in pursuance of any order, rule, or regulation made by the President under the authority of this Act."

55 Stat. 840, § 5 (b) (2):

"Any payment, conveyance, transfer, assignment, or delivery of property or interest therein, made to or for the account of the United States, or as otherwise directed, pursuant to this subdivision or any rule, regulation, instruction, or direction issued hereunder shall to the extent thereof be a full acquittance and discharge for all purposes of the obligation of the person making the same; and no person shall be held liable in any court for or in respect to anything done or omitted in good faith in connection with the administration of, or in pursuance of and in reliance on, this subdivision, or any rule, regulation, instruction, or direction issued hereunder."

640 Stat. 418-19, § 8 (a):

"That any person not an enemy or ally of enemy holding a lawful mortgage, pledge, or lien, or other right in the nature of security in property of an enemy or ally of enemy which, by law or by the terms of the instrument creating such mortgage, pledge, or lien, or right, may be disposed of on notice or presentation or demand . . . may continue to hold said property, and, after default, may dispose of the property . . . . Provided further, That if, on any such disposition of property, a surplus shall remain after the satisfaction of the mortgage, pledge, lien, or other right in the nature of security, notice of that fact shall be given to the President pursuant to such rules and regulations as he may prescribe, and such surplus shall be held subject to his further order."

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direction, even though this seizure is contrary to § 8 (a), a way has been found to "coerce an interested party [Silesian] into compliance with his [the Custodian's] unlawful actions." The answer to this contention is made by the Circuit Court of Appeals. It makes unnecessary any discussion of the protection afforded Silesian by § 7 (e) and § 5 (b) (2) from the claims of a pledge of stock exempted by statute from seizure. 156 F. 2d at 797. When § 5 (b) (1) was enacted as an amendment in the First War Powers Act of 1941, it authorized the taking of any property or interest therein of any foreign national. This broadening of the scope of the Custodian's power to vest so as to include interests of friendly aliens in property includes the power to vest the interest which friendly aliens have from pledges. As the Circuit Court of Appeals said, p. 797:

"Any other interpretation of the section would make the pledges of friendly aliens a wholly irrational exception to the general purpose to subject all alien interests to seizure."

Therefore, as we hold that § 5 (b) (1) rendered § 8 (a) inapplicable to the property of friendly aliens, the order of the Custodian was valid and Silesian's objection disappears.

Finally there is the argument that Silesian cannot be compelled to issue the new certificates because the friendly aliens who claim interests in the Non Ferrum stock may not succeed in recovering the just compensation for the taking. See Russian Volunteer Fleet v. United States, 282 U. S. 481, 489. The Constitution guarantees to friendly aliens the right to just compensa

The Circuit Court of Appeals said: "Thus it can be argued with much force that, unless some provision can be found by which he may secure compensation, § 5 (b) is unconstitutional; and, if so, it would at best be doubtful whether the protection given by subsection (2) would be valid." 156 F. 2d 793, 797.

tion for the requisitioning of their property by the United States. Russian Fleet v. United States, supra. We must assume that the United States will meet its obligations under the Constitution. Consequently, friendly aliens will be compensated for any property taken and Silesian is protected by the exculpatory clauses of the Act from any claim from its alien stockholders.

Judgment affirmed.

THE CHIEF JUSTICE took no part in the consideration or decision of this case.

CLARK, ATTORNEY GENERAL, AS SUCCESSOR TO THE ALIEN PROPERTY CUSTODIAN, v. UEBERSEE FINANZ-KORPORATION, A. G.

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA.

No. 35. Argued May 1, 1947.-Reargued November 12, 1947.— Decided December 8, 1947.

1. Respondent, a corporation organized under the laws of Switzerland and having its principal place of business in that country, sued under § 9 (a) of the Trading with the Enemy Act to reclaim property which the Alien Property Custodian had vested in himself under § 5 (b), as amended by the First War Powers Act of 1941. The property seized consisted of shares of stock in corporations organized under the laws of various States of this Nation and of an interest in a contract between two such corporations and, according to the allegations of the complaint which are assumed to be true, was free of all enemy taint-i. e., the corporations whose shares had been seized, the corporations which had a contract in which respondent had an interest, and respondent itself, were corporations in which no enemy, ally of an enemy, or any national of either, had any interest of any kind whatsoever, and respondent had not done business in the territory of the enemy or any ally of an enemy. Held: Respondent is entitled to maintain the suit. Pp. 482-490.

2. By the amendment to § 5 (b) of the Trading with the Enemy Act contained in the First War Powers Act of 1941, the property of all foreign interests was placed within reach of the vesting power, not to appropriate friendly or neutral assets but to reach enemy interests which masquerade under those innocent fronts. Pp. 484-486. 3. Although §§ 2 and 9 (a) were not amended in 1941, they must be read harmoniously with § 5 (b) as amended in 1941, so as not to defeat the purpose of the 1941 amendment. Pp. 486-489. 4. Section 2, defining the terms "enemy" and "ally of enemy," must be read differently than it was previously, so as to give the concept of enemy or ally of enemy a scope which helps the 1941 amendment fulfill its mission without nullifying § 9 (a). P. 489. 5. When §§ 2, 5 (b) and 9 (a) are thus read together harmoniously, § 9 (a) cannot be construed as affording no remedy for the recovery of property by foreign interests which have no possible connection with the enemy, merely because such property was made subject to seizure under § 5 (a), as amended. Pp. 486-489. 81 U. S. App. D. C. 284, 158 F. 2d 313, affirmed.

The District Court dismissed a suit brought by respondent under § 9 (a) of the Trading with the Enemy Act to recover property vested by the Alien Property Custodian in himself under § 5 (b), as amended by the First War Powers Act of 1941. The United States Court of Appeals for the District of Columbia reversed. 81 U. S. App. D. C. 284, 158 F. 2d 313. This Court granted certiorari. 330 U. S. 813. Affirmed, p. 490.

M. S. Isenbergh argued the cause for petitioner. With him on the brief were Acting Solicitor General Washington, Assistant Attorney General Sonnett, Stanley M. Silverberg, Harry LeRoy Jones, James L. Morrisson and John Ward Cutler.

Richard J. Connor argued the cause for respondent. With him on the brief was Bart W. Butler.

Wm. Harvey Reeves filed a brief for the National Foreign Trade Council, Inc., as amicus curiae, urging affirmance.