First National Bank v. Brenneman's Executors , 114 Pa. 315 ( 1886 )

Mr. Justice Green

delivered the opinion of the court,

This action is founded upon the fifth section of the act of Congress of July 12th, 1882, which provides for the appraisal, by a committee of three persons, of the national bank shares of shareholders who do not assent to amendments to the articles of association. No provision is made for constituting the appraisal a proceeding of any court, or for filing it in any office or with any public officer, or even directing that it shall be in writing, or that the parties shall be notified of it. The act does not provide that when the value has been ascertained and determined, it shall be a debt due from the bank to the shareholder, to be forthwith paid, and this is what makes it a cause of action. The committee are simply to appraise the value of the shares; they have no judicial functions, they hear no controversy, they render no judgment as upon a litigated cause, their proceedings are not of record, they are mere appraisers and, presumably, inform the parties of the fact, and amount of their appraisement. For aught that appears in the Act that information may be imparted verbally or in writing. If the shareholder is dissatisfied he may appeal to the Comptroller of the currency, and that officer is directed to cause a re-appraisal to be made which shall be final and binding. The Act does not prescribe the time within which the appeal must be taken, but as it does direct that the shares shall be sold within thirty days after final appraisement, the right of appeal could not be exercised after the expiration of that time. In the present case the appraisers, on April 1st, notified the parties in writing that they had appraised the shares at $198 per share, and on the 9th the owners notified the bank that they were satisfied with the valuation. On the 21st of April the appraisers again notified the parties that they bad made a clerical error in computing the figures upon which their valuation was made by twice adding the valuation of one of the assets, to wit, the banking house and furniture appraised at $23,604, and they corrected the mistake which resulted in a corrected valuation of $173-^-^ per share. No part of the valuation actually made was changed. The real figures which composed the aggregate of the appraisement remained the same, and the appraisers did nothing but remove a double valuation of the same item unintentionally and mistakenly made. It would be strange indeed if this could not be done. Technically there is not a solitary reason why it could not. The time for appeal had not expired. No judgment award or decree had been entered or pronounced upon the appraisement they had made. Nothing in the Act of Congress gave, at the time the correction was made, any quality of finality to the appraisement made. The party affected could still appeal if he desired. The mistake was corrected by the parties who made it. The work of correction was as much a part of the work of the appraisers as the appraisement itself. Nothing in the law under which they were acting took from them either their control of the subject matter, or their power to correct their own mistakes, at the time they assumed to correct this mistake, and we know of no reason, legal, equitable or moral, why they should not be permitted to make the correction in question. The power to correct mistakes even in judicial proceedings is fundamental and inherent in all tribunals, and is constantly exercised in the daily practice of the courts. The right of the citizen to have mistakes corrected, is so thoroughly established, and so well recognized, that it is an independent source of equitable jurisdiction and may also be enforced in courts of law. Thus money paid by mistake of fact may be recovered back by action at law. It is unnecessary to cite any of the numerous authorities in which it has been held that mistakes of arbitrators and referees may be corrected either by themselves or by the courts. The general principle is thus stated in Story’s Eq. Jurisprudence, § 1456 and 1456a. “In regard to matters of fact, the judgment of the arbitrators is ordinarily deemed conclusive. If, however, there is a mistake of a material fact apparent upon the face of the award, or if the arbitrators are themselves satisfied of the mistake, and state it (although it is not apparent on the face of the award), and if in their own view it is material to the award, then, although made out by extrinsic evidence, courts of equity will grant relief,” — citing many authorities. In Morse on Arbitrations and Awards, p. 323, the writer says: “ It is, however, clear that for an admitted mistake of the arbitrators, a court of equity will refer back an award; ” and on pages 326 and 327, referring to mistakes in computation and clerical errors, he points out that they are not mistakes in their decision itself, but blunders in writing out the decision.” He says : “ The decision may be final, while the expression may be open to correction, — to say that a court could not correct such ‘ blunder,’ especially when acknowledged by the arbitrator, would, at least from a common-sense point of view, seem absurd......As a general rule, the courts in the United States, and sometimes also in England, will find some way of correcting clerical errors, blunders in calculation, and the like.”

There is nothing in Speer v. Bidwell, 8 Wright, 23, at all in conflict with these views when applied to a case like the present. That was an action upon an award made in pursuance of a submission, in which the parties agreed in writing to be absolutely bound by the award without any right of appeal. The evidence offered and received on the trial was all to prove misbehavior of the arbitrators. The only mistakes made or referred to, in the opinion' of this court, were mistakes in the action of the arbitrators in hearing ex parte affidavits, and especially in allowing as proof an affidavit of one of the parties to the payment of a sum of ¡$640 which had not been paid, and that the unsworn declarations of an interested witness were privately received. These things were pronounced misbehavior, and the court below was sustained in receiving testimony of these various matters in defence against the award. We are of opinion that the learned court below was in error in entering judgment for want of a sufficient affidavit of defence ; and, therefore,

The judgment is reversed, and procedendo awarded.