under no obligation to grant the authority demanded and can not properly do so. In accordance with your request I return the inclosures of your letter. Respectfully, JOHN W. GRIGGS. The SECRETARY OF THE TREASURY. CONTRACTS-RIVER AND HARBOR IMPROVEMENTS. The Attorney-General can not undertake to settle conflicting questions of fact raised by various papers presented, but will look to the submitted statement of facts alone. The requirements as to time, with reference to the improvement of the outer bar of the harbor at Brunswick, Ga., under the river and harbor acts of 1894 and 1896, have been sufficiently complied with in respect to the certificate and payment of $100,000, and the certificate may be authorized. The word "assigns" in the said acts of 1894 and 1896 is intended to point out the party or parties who took over by formal assignment all rights to or interest in a contract, or such measure of rights and interest as carve out a complete share in the undertaking itself, with all its risks and incidents. The assignee recognized must take in accordance with the method and formalities provided by section 3477, Revised Statutes. The Government should not construe a contract between third parties or between their contractor and others or judicially determine the respective rights under such a contract merely for the reason that its terms relate to a Government undertaking. The phrase "legal representatives" in the act of 1896 refers to those who may be charged with the administration of the contractor's estate, or as equivalent to the "assigns" of the contract as an integral thing. There being a question as to the assignment of a contract under the river and harbor act, all parties may execute an agreement in the nature of a trust to embody a release to the United States as to a present payment and an agreement to release as to future payments, and providing for payment to a trustee for disbursement. DEPARTMENT OF JUSTICE, SIR: I have the honor to acknowledge the receipt of your communications of June 4 and 9, and of July 13, with their accompanying inclosures, relative to the contract by the United States with C. P. Goodyear, created by the river and harbor acts of August 18, 1894, and June 3, 1896, and by certain previous statutes to which you refer, for improving the outer bar of Brunswick, Ga., and relative to the claim of J. Floyd King, upon the avails of said contract, concerning which subjects yon state certain facts and submit the questions arising, and request my opinion thereon. The facts stated by you show that the acts mentioned provided for certain successive or graduated payments to "C. P. Goodyear, his heirs or assigns," upon the procurement "by him or them" of a practical channel of a certain minimum width and depth by a certain date, and of certain additional or increasing widths and depths by certain other dates, with a certain further payment if the maximum depth and width should be maintained for two years. The acts require that no payments thereunder shall be made "to Goodyear or his legal representatives" except upon the certificate of a board of officers therein constituted, showing that "said C. P. Goodyear, his heirs and assigns" have complied with the requisite conditions as to widths, depths, and maintenance of depth. It is also provided that all of the deepening of the bar shall be completed by June 3, 1899. It now appears from the report of the Government officer designated by the Secretary of War to make the necessary survey that sufficient width and depth have been secured by the contractor in the channel over the bar to entitle him to a payment of $100,000, for which he has made application. It also appears that your Department has received a notice from J. Floyd King to the effect that he is an assignee of one-third interest in the said contract, and that your Department has recognized this interest and General King's connection with the work in certain correspondence, in connection with which you refer me to the report of the Judge-Advocate-General and to the contracts by which General King takes his interest, and to the reasons urged in his behalf why his claim should be recognized in the certificate to be issued and the payment to be made. I can not, consistently with my statutory functions and duty, undertake to settle the conflicting questions of fact raised by the various papers submitted, under which it is contended, in the interest of Mr. Goodyear, in view of the language of the contracts between him and General King, that the latter is merely interested in contingent profits, that the payment of $100,000 in question will be entirely absorbed in the discharge of valid indebtedness existing against the undertaking, and that the creditors look solely to Goodyear as the party responsible to the Government and to themselves for payment, which claim is supported by sundry letters from bankers, material men, and others, who state the character and amount of their claims; and under which it is contended, on the other hand, in the interest of General King, that his right amounts substantially, in fact and in law, to a share in the contract itself and its incidents, including the control and supervision of the work; that he is, within the terms and meaning of the acts, one of the "assigns" and "legal representatives" expressly contemplated, and that he is therefore entitled to be named in the certificate and to receive one-third of the payment of $100,000. In accordance with numerous rulings of my predecessors, I must look to your statement of facts alone for my guidance, and decline to construct a more comprehensive statement out of the documents submitted, and thereon to settle the underlying equities which may exist. With this principle in view I proceed to answer your questions, discussing so far as necessary the pertinent legal doctrines. Your first question is, "Have the provisions of the acts of 1894 and 1896 been complied with, and should the certificate to be issued by the Secretary of War under these statutes, and on which payment not yet made is to be made, be now issued?" To which I reply that inasmuch as the act of 1896 necessarily contemplates an extension of time beyond the date fixed by the act of 1894 for the procurement of one of the successive depths and widths of channel, and uses language consistent with an intention to grant a reasonable extension as to other stages of the deepening, and defers the final completion until a date still in the future, and since, under the earlier act, the period of maintenance of maximum width and depth will not expire until January 1, 1900, I am of the opinion that the requirements of the statutes as to time have been sufficiently complied with in respect to the certificate and payment of $100,000, and that the issu ance of the certificate by the proper board may now be authorized or directed by you, provided the report of survey of the work meets your approval. Your second question is, "To whom should said certificate issue, in case it should be issued at all, i. e., should it issue to C. P. Goodyear, or to the parties to the contracts between Goodyear, Kay, and King, hereinafter mentioned?" It appears that Kay is a third party to the contracts referred to between Goodyear and King. I am of opinion that the word "assigns" in the acts in question is intended to point out the party or parties who take over by formal assignment all rights to or interest in a contract, or such measure of rights and interest as carve out a complete share in the very undertaking itself with all its risks and incidents, and that in any event the assignee recognized must take in accordance with the method and formalities provided by section 3477 of the Revised Statutes. Whatever may be the equitable adjustment of the conflicting interests here, a contract. inter se, such as the various agreements between the parties in question appears to be, can not operate as an assignment binding on the Government, and no assignment according to the requirements of section 3477 has been filed or seems to exist. And the Government should not, for obvious reasons, construe a contract between third parties or between their contractor and others, or judicially determine the respective rights under such a contract merely for the reason that its terms relate to a Government undertaking; nor may the Government be controlled in its rightful course, or be delayed in the prosecution of the work in hand, because such a contract exists. Section 3477 was enacted to protect the Government from embarrassment, largely in view of such situations as the present one. (Goodman v. Niblack, 102 U. S., 556; Spofford v. Kirk, 97 id., 484; United States v. Gillis, 95 id., 407.) Similarly, I am of opinion that the phrase "legal representatives" in the act of 1896 refers to those who may be charged with the administration of the contractor's estate, or as equivalent to the "assigns" of the contract as an integral thing, as assignee in insolvency or receiver of the undertaking, either of which classes of persons might be called causes. on by the Government to complete the work in the event of the death of the contractor or his disability from various While it is true that the statutes recognize generically the assigns of this contractor, I see no reason in that fact for holding that the requirements of section 3477 do not apply. There is to my mind no inconsistency or repugnancy whatever between the two statutes, so that the rule of United States v. Tynen (11 Wall., 88, 92) that effect should be given to both acts, if possible, may be fully observed in this case. Consequently I reach the conclusion that the certificate should issue to C. P. Goodyear as the contractor with the Government named in the act. Your third question asks whether you would fully perform your duty in this case by issuing a certificate to Mr. Goodyear, which should set out in addition the various facts submitted to you showing the relations of the claimants to each other and their respective interests in and connection with the work. While I think that the issuing of a certificate in such form is fairly within your administrative discretion upon general considerations applicable, and is largely a question of expediency to be determined by yourself, I may suggest that this would be merely to relegate the real question for determination by the Secretary of the Treasury, or, in his choice, for reference again to myself, upon whose discretion and right in the premises, however, I do not intend hereby to place any limitation. I am not inclined to attach much legal weight to the circumstances of the recognition of J. Floyd King by your Department. It appears to consist chiefly in the formal interchange of certain queries and answers by correspondence, and to have been invited, however unconsciously, by General King's own initiative in his desire for information regarding the progress of the work. In conclusion, I have no doubt that against the Government itself there is only one valid claim-that of the contractor named in the acts; but, in order to relieve the Government of vexation and delay it may not be amiss to suggest that a just and equitable method of disposing of the conflict of interests, so far as the Government is concerned, and com |