author: Mr. Justice White

text:
    CASS v. UNITED STATES
    No. 73-604.
    Argued April 16, 1974
    Decided May 28, 1974

    White, J., delivered the opinion of the Court, in which Burgee, C. J., and BreNNAn, Stewaet, Marshall, BlackmuN, Powell, and RehNQUist, JJ., joined. Douglas, J., filed a dissenting statement, post, p. 84.

      Arthur B. Hanson argued the cause for petitioner in No. 73-604. With him on the briefs was Charles A. Smith. William A. Dougherty, by appointment of the Court, 416 U. S. 934, argued the cause and filed briefs for petitioners in No. 73-5661.

      William L. Patton argued the cause for respondents in both cases. With him on the brief were Solicitor General

      Bork, Acting Assistant Attorney General Jajje, Robert E. Kopp, and Anthony J. Steinmeyer.

      Together with No. 73-5661, Adams et al. v. Secretary of the Navy et al., also on certiorari to the same court.

        Kevin M. Forde filed a brief for John N. O’Meara as amicus curiae urging reversal in both cases.

   Mr. Justice White

delivered the opinion of the Court.

Congress has provided in 10 U. S. C. § 687 (a) that an otherwise eligible member of a reserve component of the Armed Forces, who is involuntarily released from active duty, “and who has completed, immediately before his release, at least five years of continuous active duty, is entitled to a readjustment payment computed by multiplying his years of active service ... by two months’ basic pay of the grade in which he is serving at the time of his release.” It is further provided that “[f]or the purposes of this subsection— ... (2) a part of a year that is six months'or more is counted as a whole year, and a part of a year that is less than six months is disregarded . . . We must decide whether the “rounding” provision set forth in § 687 (a)(2) is to be applied in determining eligibility for readjustment pay, as well as in computing the amount of readjustment pay to which an eligible reservist is entitled, so that involuntarily released reservists who have completed four years and six months or more, but less than five years, of continuous active duty prior to their release are nonetheless entitled to a readjustment payment. The Court of Appeals held that the rounding clause applied only to computation of readjustment payments, 483 F. 2d 220 (CA9 1973), contrary to the earlier decision of the Court of Claims that the rounding provision is applicable in determining eligibility for, as well as computation of, readjustment payments under § 687. Schmid v. United States, 193 Ct. Cl. 780, 436 F. 2d 987, cert. denied, 404 U. S. 951 (1971). We granted certiorari to resolve the conflict, 414 U. S. 1128 (1974), and now affirm the judgment of the Court of Appeals.

Each petitioner had served continuously for more than four years and six months, but less than five years, when notified that he would be honorably but involuntarily released from active duty in the Reserves. In No. 73-604, petitioner Cass, a captain in the Army Reserve, was in fact released from active duty before completing five years of service, and when the Army denied his request for readjustment pay, he brought suit in the United States District Court for the District of Montana, which granted relief on the authority of the Court of Claims’ decision in Schmid, supra. In No. 73-5661, petitioners Adams, Steneman, and Youngquist, captains in the Marine Corps Reserve, brought separate actions in the Central District of California, prior to their release, seeking a modification of their release orders to provide for readjustment pay. The District Court subsequently held that they were entitled to readjustment pay based on active service of more than four and one-half years. The Government’s appeals from the decisions of the two District Courts were consolidated, and the Court of Appeals reversed each, holding that the statute and its legislative history make clear that readjustment pay is not to be provided to reservists involuntarily released from active duty with less than five full years of continuous service.

Petitioners assert to the contrary that the language of § 687 (a) unambiguously establishes that four and one-half years of continuous active service qualifies an involuntarily released reservist for readjustment benefits, that the legislative history of the rounding provision should therefore not be considered in resolving the issue, and that even if the legislative history is considered, it supports the construction urged by petitioners as much as that contended for by the Government. We are unpersuaded by these arguments, however.

The statute sets out both the eligibility requirements for entitlement to readjustment pay and the method of computing the amount of the applicable payment in the same sentence. Entitlement is based, in part, on the completion, immediately before the involuntary release of a reservist, of “at least five years of continuous active duty,” and the payment is to be computed by multiplying the reservist’s “years of active service” by two months’ basic pay of the grade in which he is serving when released. Because the rounding provision expressly provides that it is to be applied for “purposes of this subsection,” petitioners contend that the provision modifies the term “year” whenever that term appears in the subsection, i. e., to determine whether a reservist has completed five years of service to be eligible for readjustment benefits, as well as to determine the number of years of service to use as a multiplier in computing the amount of readjustment pay owed.. This is so plainly true, petitioners contend, that resort to legislative history is unnecessary and improper.

Our view is to the contrary. The rounding provision is arguably subject to the interpretation given it by petitioners, but did Congress intend that provision to override its explicit requirement of “at least” five years of service? We think the answer to that question is sufficiently doubtful to warrant our resort to extrinsic aids to determine the intent of Congress, which, of course, is the controlling consideration in resolving the issue before us. Moreover, the Court has previously stated that “[w]hen aid to construction of the meaning of words, as used in the statute, is available, there certainly can be no ‘rule of law’ which forbids its use, however clear the words may appear on 'superficial examination/ ” United States v. American Trucking Assns., Inc., 310 U. S. 534; 543-544 (1940); Harrison v. Northern Trust Co., 317 U. S. 476, 479 (1943). Such aid is available in this case and we decline to ignore the clearly relevant history of § 687 (a).

Certain reservists involuntarily released from active duty are granted lump-sum readjustment pay to help them readjust to civilian life and to encourage qualified reservists to remain on active duty for extended periods. Readjustment pay was first provided by the Act of July 9, 1956, 70 Stat. 517, which conditioned entitlement on the completion immediately prior to release of “at least five years of continuous active duty.” It also provided that “[f]or the purposes of computing the amount of readjustment payment (1) a part of a year that is six months or more is counted as a whole year, and a part of a year that is less than six months is disregarded . . . .” Ibid. As first introduced and passed by the House, however, the bill provided, as the codified version does now, that “[f]or the purposes of this subsection” the six-month rounding provision would apply. H. R. Rep. No. 1960, 84th Cong., 2d Sess., 9 (1956); 102 Cong. Rec. 10120 (June 12, 1956). It was nonetheless made clear by the debate in the House prior to passage that five years was to be the minimum eligibility requirement. The Senate, focusing on a letter from the Comptroller General to the Chairman of the Armed Services Committee suggesting that the language be clarified to ensure that five years was to be the minimum period necessary to qualify for a readjustment payment, amended the bill to reflect this more clearly, id., at 11333-11334 (June 29, 1956), and the House readily concurred the same day in the Senate amendments to the bill as the final language of the 1956 Act, id., at 11503-11504.

The Act was amended in June 1962, primarily to raise the amount of readjustment benefits paid to involuntarily released reservists to equal the amount provided as severance pay to involuntarily released regular officers, but it retained the explicit language specifying the use of the rounding provision for "purposes of computing the amount of the readjustment payment,” 76 Stat. 120, and there was no discussion in the congressional reports suggesting any modification of this language. Less than three months later, however, the present language was adopted as part of a measure codifying “recent military laws.” Act of Sept. 7, 1962, 76 Stat. 506. The committee reports accompanying the codification proposal make plain that no change in the eligibility requirements for readjustment pay was intended by the enacted change in phraseology. The Senate Judiciary Committee Report explained the purpose of the proposal as follows:

“This bill, as amended, is not. intended to make any substantive change in existing law. Its purpose is to bring up to date title 10 of the United States Code, by incorporating the provisions of a number of public laws that were passed while the bill to enact title 10 into law was still pending in the Congress, and to transfer to title 10,' provisions now in other parts of the code.” S. Rep. No. 1876, 87th Cong., 2d Sess., 6 (1962).

The same limited purpose was expressed by the House' Judiciary Committee, which further explained that “[s]ome changes in style and form have been made to conform the provisions to the style and form of title 10, but these changes do not affect the substance.” H. R. Rep. No. 1401, 87th Cong., 2d Sess., 1 (1962).

These congressional comments, combined with the fact that no consideration of any change in eligibility standards appears in either the cited committee reports or in the proceedings leading to adoption of the codification bill by the House, 108 Cong. Rec. 4435-4441 (1962), and by the Senate, 108 Cong. Rec. 17088-17089 (1962), conclusively demonstrate that Congress did not reduce the minimum period of qualifying service for entitlement to readjustment benefits from five to four and one-half years when it substituted the words in the codified version of § 687 (a) for the unambiguous language of the prior substantive enactments. We are unpersuaded by petitioners’ claim that the codified version is nevertheless to be accepted as correctly expressing the will of Congress and as a mere unexplained version of the language of prior law, see Continental Casualty Co. v. United States, 314 U. S. 527, 529-530 (1942); United States v. Bowen, 100 U. S. 508, 513 (1880). Here the meaning of the predecessor statute is clear and quite different from the meaning petitioners would ascribe to the codified law; and the revisers expressly stated that changes in language resulting from the codification were to have no substantive effect. Fourco Class Co. v. Transmirra Products Corp., 353 U. S. 222, 227-228 (1957); United States v. Cook, 384 U. S. 257, 260 (1966); City of Greenwood v. Peacock, 384 U. S. 808, 815-816 (1966).

The Court of Claims in the Schmid case, 193 Ct. Cl. 780, 436 F. 2d 987 (1971), thought that in codifying § 687 (a), Congress restored the original language of the 1956 House bill, which it knew had been interpreted by the Comptroller General as reducing the minimum eligibility requirement to four years, six months. Id., at 787, 436 F. 2d, at 991. But the codification language was accompanied by no reference to the 1956 legislation or to the views then expressed by the Comptroller General. What is more, it is plain that the language of the original 1956 bill was itself not intended to set the minimum eligibility period at less than five years. The codification, if construed as petitioners would have it, would not represent a “return” to the original intent of Congress. It is also significant that there is no hint of any consideration of what such a change would cost or how it would affect the goals of the readjustment pay provisions, contrary to the careful attention these matters received when benefits under the readjustment pay statute were raised in 1962. As Judge Nichols commented in dissenting from the decision in Schmid: “In resolving ambiguity, we must allow ourselves some recognition of the existence of sheer inadvertence in the legislative process.” Id., at 789, 436 F. 2d, at 992. Finally, we cannot agree with the contention that a change in minimum eligibility from five to four and one-half years should not be considered a “substantive change” because once a reservist must re-enlist beyond the initial enlistment term of four years, the purpose of the readjustment benefit scheme as an inducement to extended service is satisfied. Not only is the selection of the particular minimum term of eligibility a peculiarly legislative task dependent upon substantive judgment, but the very fact that such a change involves a substantially greater expenditure of funds places this sort of revision into the substantive realm.

We thus conclude that the rounding provision of § 687 (a)(2) is applicable only in the determination of how much readjustment pay an otherwise qualified reservist is authorized, and that such a reservist must serve a minimum of five full years of continuous active duty before he is involuntarily released in order to be eligible for readjustment benefits. The judgment of the Court of Appeals is

Affirmed.

Mr. Justice Douglas, agreeing with the Court of Claims in Schmid v. United States, 193 Ct. Cl. 780, 436 F. 2d 987, would reverse the judgment of the Court of Appeals.

       In full, 10 U. S. C. §687 (a) provides:
      "§ 687. Non-Regulars: readjustment payment upon involuntary release from active duty.
      “(a) Except for members covered by subsection (b), a member of a reserve component or a member of the Army or the Air Force without component who is released from active duty involuntarily, or because he was not accepted for an additional tour of active duty for which he volunteered after he had completed a tour of active duty, and who has completed, immediately before his release, at least five years of continuous active duty, is entitled to a readjustment payment computed by multiplying his years of active service (other than in time of war or of national emergency declared by Congress after June 28, 1962), but not more than eighteen, by two months’ basic pay of the grade in which he is serving at the time of his release. However, a member who is released from active duty because his performance of duty has fallen below standards prescribed by the Secretary concerned, or because his retention on active duty is not clearly consistent with the interests of national security, is entitled to a readjustment payment computed on the basis of one-half of one month’s basic pay of the grade in which the member is serving at the time of his release from active duty. A person covered by this subsection may not be paid more than two years’ basic pay of the grade in which he is serving at the time of his release or $15,000, whichever amount is the lesser. For the purposes of this subsection — '
      “(1) a period of active duty is continuous if it is not interrupted by a break in service of more than 30 days;
      “(2) a part of a year that is six months or more is counted as a whole year, and a part of a year that is less than six months is disregarded; and
      “(3) a period for which the member concerned has received readjustment pay under another provision of law may not be included.”

       The District Court had earlier granted petitioners’ motion for a preliminary injunction prohibiting their involuntary release without readjustment pay. As a result, these petitioners had each served more than five years on active duty by the time the decision awarding them readjustment benefits was rendered. In deciding they were entitled to readjustment pay, however, the District Court expressly disclaimed any reliance on the fact that they actually served more than five years, since they were permitted to do so only under the compulsion of the court’s preliminary injunction. The injunction was dissolved as moot in the wake of the award of readjustment pay.

       The Court of Appeals also held that the injunction granted in favor of petitioners in No. 73-5661, see n. 2, supra, was improperly issued and could not be relied upon to support eligibility for readjustment benefits. 483 F. 2d 220, 222 (CA9 1973). That ruling is not challenged in this Court.

       Petitioners rely on cases suggesting that recourse to legislative materials is unwarranted when the meaning of statutory language is clear and unequivocal. E. g., United States v. Oregon, 366 U. S. 643, 648 (1961); Ex parte Collett, 337 U. S. 55, 61 (1949); Helvering v. City Bank Co., 296 U. S. 85, 89 (1935); United States v. Shreveport Grain & Elevator Co., 287 U. S. 77, 83 (1932). In the first two of. these eases, though finding the language to be construed this clear, the Court nonetheless did look at the legislative history of the statutory provisions to be interpreted.

       A majority of the Court of Claims in Schmid v. United States, 193 Ct. Cl. 780, 436 F. 2d 987 (1971), though they also examined the legislative history, found it clear from the language of § 687 (a) that the rounding provision should apply to both eligibility and computation determinations, whereas the Court of Appeals in these cases thought it clear that the minimum five-year eligibility clause is “not subject to the interpretation given it by the court in Schmid.” 483 F. 2d, at 222. Obviously there is room for reasonable dispute over the construction of § 687 (a) based on the statutory language alone.
      Petitioners tender other arguments, apart from that founded on the consistent use of the word “years,” to demonstrate that, read in its statutory context, the rounding provision in § 687 (a) was plainly intended to establish the minimum qualifying term of service at four years, six months, but none of them overcomes the ambiguity created by the direct establishment of “at least five years” of service as a qualification for readjustment benefits. Thus, it is argued that § 687 (a) (3) excludes from the determination of both eligibility and the amount of benefits payable “a period for which the member concerned has received readjustment pay under another provision of law,” and given the grammatical structure of § 687 (a), n. 1, supra, that the rounding rule in subsection (2) must be applied for the same purposes as the “prior period exclusion” rule of subsection (3). The Government asserts that the underlying premise that subsection (3) applies for both purposes is erroneous. As was the case with the rounding provision before codification, see text infra, the prior period exclusion was expressly to be applied only “[f]or the purposes of computing the amount of the readjustment payment.” Act of June 28, 1962, 76 Stat. 120. Furthermore, the current Department of Defense Military Pay and Allowances Entitlements Manual § 40414 (b) (Jan. 1, 1967) still excludes such prior service only for computing the amount of readjustment pay due, not for determining entitlement. The Government suggests, therefore, that if §§ 687 (a) (2) and (3) are to be construed as applicable for the same purpose, that purpose is only for computation. Manifestly, the parties’ dispute over the applicability of subsection (3) does not resolve the issue of when subsection (2) is to apply; it merely restates the problem.
      Petitioners also rely on 10 U. S. C. § 6330, which expressly applies a like rounding rule both to determine eligibility for transfer to the Fleet Reserve and, thereby, for retainer pay, by enlisted members of the Navy and Marine Corps, and to compute the amount of retainer pay due. The pertinent portions of § 6330 provide as follows:
      “§6330. Enlisted members: transfer to Fleet Reserve and Fleet Marine Corps Reserve; retainer pay.
      "(b) An enlisted member of the Regular Navy or the Naval Reserve who has completed 20 or more years of active service in the armed forces may, at his request, be transferred to the Fleet Reserve. An enlisted member of the Regular Marine Corps or the Marine Corps Reserve who has completed 20 or more years of active service in the armed forces may, at his request, be transferred to the Fleet Marine Corps Reserve.
      “(c) Each member who is transferred to the Fleet Reserve or the Fleet Marine Corps Reserve under this section is entitled when not on active duty, to'retainer pay at the rate of 2% percent of the basic pay that he received at the time of transfer multiplied by the number of years of active service in the armed forces . . . .
      “(d) For the purposes of subsections (b) and (c), a part of a year that is six months or more is counted as a whole year and a part of a year that is less than six months is disregarded. A completed minority enlistment is counted as four years of active service, and an enlistment terminated within three months before the end of the term of enlistment is counted as active service for the full term.”
      It is readily apparent that the rounding provision of § 687 (a) (2) contains an ambiguity not present in the more explicit language of § 6330 (d). Nor does the particular rounding provision in § 6330 indicate any legislative custom in this context that should control the construction of § 687 (a). At most, § 6330 indicates that the construction of § 687 (a) proffered by petitioners could fit within the structure of Title 10, not that the section must be so construed.

       The sponsor of the legislation, Representative Brooks, engaged in the following dialogue and explanation:
      “Mr. BROOKS of Louisiana. . . . We started with 5 years because we estimate that the average individual who stays 5 years in the service has in view making a career of that service. After he has gone a long way toward making a career of the service and when we take that opportunity away from him and turn him back to civilian life, we feel that there should be some sort of readjustment.
      “Mr. GROSS. The minimum, then, is 5 years; is that correct?
      “Mr. BROOKS of Louisiana. That is correct. The reason for the 5 years, of course, is that a 3-year enlistment would require a reenlistment, or ... a man who is in for 4 years will have to reenlist for an extended period. After he completes the first enlistment I think he intends to stay in the service and this encourages him to stay in the service as long as the service needs him.” 102 Cong. Rec. 10118-10119 (1956).

       The Comptroller General’s letter was contained in the Senate Report and provides in pertinent part as follows:
      “Although the language of subsection (a) of the bill seems to indicate that a minimum of 5 years’ continuous active duty as an officer or warrant officer is necessary to qualify for a readjustment payment, the last sentence of that subsection appears to reduce the minimum qualifying service to 4 years and 6 months. Presumably the provision authorizing the counting of 6 months or more as a whole year was intended to apply only for the purpose of computing the amount of a lump-sum payment and not the quantum of qualifying service. If so, the language should be clarified, perhaps somewhat as follows:
      “ ‘For the purpose of computing the amount of the readjustment payment a fractional part of a year amounting to 6 months [or 183 days] or more shall be counted as a whole year and a shorter period shall be disregarded.’ ” S. Rep. No. 2288, 84th Cong., 2d Sess., 11 (1956).
      The Report itself explains that the amended provision in the bill was designed to limit the application of the rounding formula “to years used in the computation of readjustment pay and not for years to establish the 5-year minimum of substantially continuous active duty that is required to qualify for readjustment payments.” Id,., at 2.

       See H. R. Rep. No. 1007, 87th Cong., 1st Sess. (1961); S. Rep. No. 1096, 87th Cong., 1st Sess. (1961).

       N. 8, supra.

       The codification bill had been referred in both the House and the Senate to the Judiciary Committees, unlike the earlier substantive consideration of the bills establishing and amending the readjustment pay provisions by the Armed Services Committees of the respective chambers of Congress.

       See n. 7, supra.

       See n. 6, supra.


source: Caselaw Access Project

author: Mr. Justice Marshall Mr. Justice Douglas,

license: Public Domain

text:
    BELLIS v. UNITED STATES
    No. 73-190.
    Argued February 25, 1974
    Decided May 28, 1974
    Marshall, J., delivered the opinion of the Court, in which Burger, C. J., and BreNNAN, Stewart, White, BlacKmun, Powell, and RehNquist, JJ., joined. Douglas, J., filed a dissenting opinion, post, p. 101.

      Leonard Sarner argued the cause for petitioner. With him on the briefs was Louis Lipschitz.

      Deputy Solicitor General Wallace argued the cause for the United States. With him on the brief were Solicitor General Bork, Assistant Attorney General Crampton, Stuart A. Smith, and Meyer Rothwacks.

   Mr. Justice Marshall

delivered the opinion of the Court.

The question presented in this case is whether a partner in a small law firm may invoke his personal privilege against self-incrimination to justify his refusal to comply with a subpoena requiring production of the partnership’s financial records.

Until 1969, petitioner Isadore Beilis was the senior partner in Beilis, Kolsby & Wolf, a law firm in Philadelphia. The firm was formed in 1955 or 1956. There were three partners in the firm, the three individuals listed in the firm name. In addition, the firm had six employees: two other attorneys who were associated with the firm, one part-time; three secretaries; and a receptionist. Petitioner’s secretary doubled as the partnership’s bookkeeper, under the direction of petitioner and the firm’s independent accountant. The firm’s financial records were therefore maintained in petitioner’s office during his tenure at the firm.

Beilis left the firm in late 1969 to join another law firm. The partnership was dissolved, although it is apparently still in the process of winding up its affairs. Kolsby and Wolf continued in practice together as a new partnership, at the same premises. Beilis moved to new offices, leaving the former partnership’s financial records with Kolsby and Wolf, where they remained for more than three years. In February or March 1973, however, shortly before issuance of the subpoena in this case, petitioner’s secretary, acting at the direction of petitioner or his attorney, removed the records from the old premises and brought them to Beilis’ new office.

On May 1, 1973, Beilis was served with a subpoena directing him to appear and testify before a federal grand jury and to bring with him “all partnership records currently in your possession for the partnership of Beilis, Kolsby & Wolf for the years 1968 and 1969.” App. 6. Petitioner appeared on May 9, but refused to produce the records, claiming, inter alia, his Fifth Amendment privilege, against compulsory self-incrimination. After a hearing before the District Court on May 9 and 10, the court held that petitioner’s personal privilege did not extend to the partnership’s financial books and records, and ordered their production by May 16. When petitioner reappeared before the grand jury on that date and again refused to produce the subpoenaed records, the District Court held him in civil contempt, and released him on his own recognizance pending an expedited appeal.

On July 9, 1973, the Court of Appeals affirmed in a per curiam opinion. In re Grand Jury Investigation, 483 F. 2d 961 (CA3 1973). Relying on this Court's decision in United States v. White, 322 U. S. 694 (1944), the Court of Appeals stated that “the privilege has always been regarded as personal in the sense that it applies only to an individual's words or personal papers” and thus held that the privilege against self-incrimination did not apply to “records of an entity such as a partnership which has a recognizable juridical existence apart from its members.” 483 F. 2d, at 962. After Me. Justice White had stayed the mandate of the Court of Appeals on August 1, we granted certiorari, 414 U. S. 907 (1973), to consider this interpretation of the Fifth Amendment privilege and the applicability of our White decision in the circumstances of this case. We affirm.

It has long been established, of course, that the Fifth Amendment privilege against compulsory self-incrimination protects an individual from compelled production of his personal papers and effects as well as compelled oral testimony. In Boyd v. United States, 116 U. S. 616 (1886), we held that “any forcible and compulsory extortion of a man’s own testimony or of his private papers to be used as evidence to convict him of crime” would violate the Fifth Amendment privilege. Id., at 630; see also id., at 633-635; Wilson v. United States, 221 U. S. 361, 377 (1911). The privilege applies to the business records of the sole proprietor or sole practitioner as well as to personal documents containing more intimate information about the individual’s private life. Boyd v. United States, supra; Couch v. United States, 409 U. S. 322 (1973); Hill v. Philpott, 445 F. 2d 144 (CA7), cert. denied, 404 U. S. 991 (1971); Stuart v. United States, 416 F. 2d 459, 462 (CA5 1969). As the Court explained in United States v. White, supra, at 698, “[t]he constitutional privilege against self-incrimination ... is designed to prevent the use of legal process to force from the lips of the accused individual the evidence necessary to convict him or to force him to produce and authenticate any personal documents or effects that might incriminate him.” See also Curcio v. United States, 354 U. S. 118, 125 (1957); Couch v. United States, supra, at 330-331.

On the other hand, an equally long line of cases has established that an individual cannot rely upon the privilege to avoid producing the records of a collective entity which are in his possession in a representative capacity, even if these records might incriminate him personally. This doctrine was first announced in a series of cases dealing with corporate records. In Wilson v. United States, supra, the Court held that an officer of a corporation could not claim his privilege against compulsory self-incrimination to justify a refusal to produce the corporate books and records in response to a grand jury subpoena duces tecum directed to the corporation. A companion case, Dreier v. United States, 221 U. S. 394 (1911), held that the same result followed when the subpoena requiring production of the corporate books was directed to the individual corporate officer. In Wheeler v. United States, 226 U. S. 478 (1913), the Court held that no Fifth Amendment privilege could be claimed with respect to corporate records even though the corporation had previously been dissolved. And Grant v. United States, 227 U. S. 74 (1913), applied this principle to the records of a dissolved corporation where the records were in the possession of the individual who had been the corporation’s sole shareholder.

To some extent, these decisions were based upon the particular incidents of the corporate form, the Court observing that a corporation has limited powers granted to it by the State in its charter, and is subject to the retained “visitorial power” of the State to investigate its activities. See, e. g., Wilson v. United States, supra, at 382-385. But any thought that the principle formulated in these decisions was limited to corporate records was put to rest in United States v. White, supra. In White, we held that an officer of an unincorporated association, a labor union, could not claim his privilege against compulsory self-incrimination to justify his refusal to produce the union’s records pursuant to a grand jury subpoena. White announced the general rule that the privilege could not be employed by an individual to avoid production of the records of an organization, which he holds in a representative capacity as custodian on behalf of the group. 322 U. S., at 699-700. Relying on White, we have since upheld compelled production of the records of a variety of organizations over individuals’ claims of Fifth Amendment privilege. See, e. g., United States v. Fleischman, 339 U. S. 349, 357-358 (1950) (Joint AntiFascist Refugee Committee); Rogers v. United States, 340 U. S. 367, 371-372 (1951) (Communist Party of Denver); McPhaul v. United States, 364 U. S. 372, 380 (1960) (Civil Rights Congress). See also Curcio v. United States, supra (local labor union).

These decisions reflect the Court’s consistent view that the privilege against compulsory self-incrimination should be “limited to its historic function of protecting only the natural individual from compulsory incrimination through his own testimony or personal records.” United States v. White, supra, at 701. White is only one of the many cases to emphasize that the Fifth Amendment privilege is a purely personal one, most recent among them being the Court’s decision last Term in Couch v. United States, 400 U. S., at 327-328. Relying on this fundamental policy limiting the scope of the privilege, the Court in White held that “the papers and effects which the privilege protects must be the private property of the person claiming the privilege, or at least in his possession in a purely personal capacity.” 322 U. S., at 699. Mr. Justice Murphy reasoned that “individuals, when acting as representatives of a collective group, cannot be said to be exercising their personal rights and duties nor to be entitled to their purely personal privileges. Rather they assume the rights, duties and privileges of the artificial entity or association of which they are agents or officers and they are bound by its obligations.” Ibid.

Since no artificial organization may utilize the personal privilege against compulsory self-incrimination, the Court found that it follows that an individual acting in his official capacity on behalf of the organization may likewise not take advantage of his personal privilege. In view of the inescapable fact that an artificial entity can only act to produce its records through its individual officers or agents, recognition of the individual’s claim of privilege with respect to the financial records of the organization would substantially undermine the unchallenged rule that the organization itself is not entitled to claim any Fifth Amendment privilege, and largely frustrate legitimate governmental regulation of such organizations. Mr. Justice Murphy put it well:

“The scope and nature of the economic activities of incorporated and unincorporated organizations and their representatives demand that the constitutional power of the federal and state governments to regulate those activities be correspondingly effective. The greater portion of evidence of wrongdoing by an organization or its representatives is usually to be found in the official records and documents of that organization. Were the cloak of the privilege to be thrown around these impersonal records and documents, effective enforcement of many federal and state laws would be impossible. The framers of the constitutional guarantee against compulsory self-disclosure, who were interested primarily in protecting individual civil liberties, cannot be said to have intended the privilege to be available to protect economic or other interests of such organizations so as to nullify appropriate governmental regulations.” Id., at 700 (citations omitted).

See also Wilson v. United States, supra, at 384-385.

The Court’s decisions holding the privilege inapplicable to the records of a collective entity also reflect a second, though obviously interrelated, policy underlying the privilege, the protection of an individual’s right to a “ 'private enclave where he may lead a private life.’ ” Murphy v. Waterfront Comm’n, 378 U. S. 52, 55 (1964). We have recognized that the Fifth Amendment “respects a private inner sanctum of individual feeling and thought” — an inner sanctum which necessarily includes an individual’s papers and effects to the extent that the privilege bars their compulsory production and authentication — and “proscribes state intrusion to extract self-condemnation.” Couch v. United States, supra, at 327. See also Griswold v. Connecticut, 381 U. S. 479, 484 (1965). Protection of individual privacy was the major theme running through the Court’s decision in Boyd, see, e. g., 116 U. S., at 630, and it was on this basis that the Court in Wilson distinguished the corporate records involved in that case from the private papers at issue in Boyd. See 221 U. S., at 377, 380.

But 'a substantial claim of privacy or confidentiality cannot often be maintained with respect to the financial records of an organized collective entity. Control of such records is generally strictly regulated by statute or by the rules and regulations of the organization, and access to the records is generally guaranteed to others in the organization. In such circumstances, the custodian of the organization's records lacks the control over their content and location and the right to keep them from the view of others which would be characteristic of a claim of privacy and confidentiality. Mr. Justice Murphy recognized the significance of this in White; he pointed out that organizational records “[u]sually, -if not always, . . . are open to inspection by the members,” that “this right may be enforced on appropriate occasions by available legal procedures,” and that “[t]hey therefore embody no element of personal privacy.” 322 U. S., at 699-700. And here lies the modern-day relevance of the visitorial powers doctrine relied upon by the Court in Wilson and the other cases dealing with corporate records; the Court's holding that no privilege exists “where, by virtue of their character and the rules of law applicable to them, the books and papers are held subject to examination by the [state],” 221 U. S., at 382, can easily be understood as a recognition that corporate records do not contain the requisite element of privacy or confidentiality essential for the privilege to attach.

The analysis of the Court in White, of course, only makes sense in the context of what the Court described as “organized, institutional activity.” 322 U. S., at 701. This analysis presupposes the existence of an organization which is recognized as an independent entity apart from its individual members. The group must be relatively well organized and structured, and not merely a loose, informal association of individuals. It must maintain a distinct set of organizational records, and recognize rights in its members of control and access to them. And the records subpoenaed must in fact be organizational records held in a representative capacity. In other words, it must be fair to say that the records demanded are the records of the organization rather than those of the individual under White.

The Court in White had little difficulty in concluding that the demand for production of the official records of a labor union, whether national or local, in the custody of an officer of the union, met these tests. See id., at 701-703. The Court observed that a union’s existence in fact, if not in law, was “as perpetual as that of any corporation,” id., at 701, that the union operated under formal constitutions, rules, and bylaws, and that it engaged in a broad scope of activities in which it was recognized as an independent entity. The Court also pointed out that the official union books and records were distinct from the personal books and records of its members, that the union restricted the permissible uses of these records, and that it recognized its members’ rights to inspect them. Although the Court was aware that the individual members might legally hold title to the union records, the Court characterized this interest as a “nominal” rather than a significant personal interest in them.

We think it is similarly clear that partnerships may and frequently do represent organized institutional activity so as to preclude any claim of Fifth Amendment privilege with respect to the partnership’s financial records. Some of the most powerful private institutions in the Nation are conducted in the partnership form. Wall Street law firms and stock brokerage firms provide significant examples. These are often large, impersonal, highly structured enterprises of essentially perpetual duration. The personal interest of any individual partner in the financial records of a firm of this scope is obviously highly attenuated. It is inconceivable that a brokerage house with offices from coast to coast handling millions of dollars of investment transactions annually should be entitled to immunize its records from SEC scrutiny solely because it operates as a partnership rather than in the corporate form. Although none of the reported cases has involved a partnership of quite this magnitude, it is hardly surprising that all of the courts of appeals which have addressed the question have concluded that White’s analysis requires rejection of any claim of privilege in the financial records of a large business enterprise conducted in the partnership form. In re Mal Brothers Contracting Co., 444 F. 2d 615 (CA3), cert. denied, 404 U. S. 857 (1971); United States v. Silverstein, 314 F. 2d 789 (CA2), cert. denied, 374 U. S. 807 (1963); United States v. Wernes, 157 F. 2d 797, 800 (CA7 1946). See also United States v. Onassis, 125 F. Supp. 190, 205-210 (DC 1954). Even those lower courts which have held the privilege applicable in the context of a smaller partnership have frequently acknowledged that no absolute exclusion of the partnership form from the White rule generally applicable to unincorporated associations is warranted. See, e. g., United States v. Cogan, 257 F. Supp. 170, 173-174 (SDNY 1966); In re Subpoena Duces Tecum,, 81 F. Supp. 418, 421 (ND Cal. 1948).

In this case, however, we are required to explore the outer limits of the analysis of the Court in White. Petitioner argues that in view of the modest size of the partnership involved here, it is unrealistic to consider the firm as an entity independent of its three partners; rather, he claims, the law firm embodies little more than the personal legal practice of the individual partners. Moreover, petitioner argues that he has a substantial and direct ownership interest in the partnership records, and does not hold them in a representative capacity.

Despite the force of these arguments, we conclude that the lower courts properly applied the White rule in the circumstances of this case. While small, the partnership here did have an established institutional identity independent of its individual partners. This was not an informal association or a temporary arrangement for the undertaking of a few projects of short-lived duration. Rather, the partnership represented a formal institutional arrangement organized for the continuing conduct of the firm’s legal practice. The partnership was in existence for nearly 15 years prior to its voluntary dissolution. Although it may not have had a formal constitution or bylaws to govern its internal affairs, state partnership law imposed on the firm a certain organizational structure in the absence of any contrary agreement by the partners; for example, it guaranteed to each of the partners the equal right to participate in the management and control of the firm, Pa. Stat. Ann., Tit. 59, § 51 (e) (1964), and prescribed that majority rule governed the conduct of the firm’s business, § 51(h). The firm maintained a bank account in the partnership name, had stationery using the firm name on its letterhead, and, in general, held itself out to third parties as an entity with an independent institutional identity. It employed six persons in addition to its partners, including two other attorneys who practiced law on behalf of the firm, rather than as individuals on their own behalf. It filed separate partnership returns for federal tax purposes, as required- by § 6031 of the Internal Revenue Code, 26 U. S. C. § 6031. State law permitted the firm to be sued, Pa. Rule Civ. Proc. 2128, and to hold title to property, Pa. Stat. Ann., Tit. 59, § 13 (3), in the partnership name, and generally regarded the partnership as a distinct entity for numerous other purposes.

Equally important, we believe it is fair to say that petitioner is holding the subpoenaed partnership records in a representative capacity. The documents which petitioner has been ordered to produce are merely the financial books and records of the partnership. These reflect the receipts and disbursements of the entire firm, including income generated by and salaries paid to the employees of the firm, and the financial transactions of the other partners. Petitioner holds these records subject to the rights granted to the other partners by state partnership law. Petitioner has no direct ownership interest in the records ; rather, under state law, they are partnership property, and petitioner’s interest in partnership property is a derivative interest subject to significant limitations. See Ellis v. Ellis, 415 Pa. 412, 415-416, 203 A. 2d 547, 549-550 (1964). Petitioner has no right to use this property for other than partnership purposes without the consent of the other partners. Pa. Stat. Ann., Tit. 59, § 72 (2) (a). Petitioner is of course accountable to the partnership as a fiduciary, § 54 (1), and his possession of the firm’s financial records is especially subject to his fiduciary obligations to the other partners. Indeed, Pennsylvania law specifically provides that “every partner shall at all times have access to and may inspect and copy any of [the partnership books]§ 52. To facilitate this right of access, petitioner was required to keep these financial books and records at the firm’s principal place of business, at least during the active life of the partnership. Ibid. The other partners in the firm were — and still are — entitled to enforce these rights through lega] action by demanding production of the records in a suit for a formal accounting. § 55.

It should be noted also that petitioner was content to leave these records with the other members of the partnership at their principal place of business for more than three years after he left the firm. Moreover, the Government contends that the other partners in the firm had agreed to turn the records over to the grand jury before discovering that petitioner had removed them from their offices, and that they made an unavailing demand upon petitioner to return the records. Whether or not petitioner’s present possession of these records is an unlawful infringement of the rights of the other partners, this provides additional support for our conclusion that it is the organizational character of the records and the representative aspect of petitioner’s present possession of them which predominates over his belatedly discovered personal interest in them.

Petitioner relies heavily on language in the Court’s opinion in White which suggests that the “test” for determining the applicability of the Fifth Amendment privilege in this area is whether the organization “has a character so impersonal in the scope of its membership and activities that it cannot be said to embody or represent the purely private or personal interests of its constituents, but rather to embody their common or group interests only.” 322 U. S., at 701. We must admit our agreement with the Solicitor General’s observation that “it is difficult to know precisely what situations the formulation in White was intended to include within the protection of the privilege.” Brief for United States 21. The Court in White, after stating its test, did not really apply it, nor has any of the subsequent decisions of this Court. On its face, the test is not particularly helpful in the broad range of cases, including this one, where the organization embodies neither “purely . . . personal interests” nor “group interests only,” but rather some combination of the two.

In any event, we do not believe that the Court’s formulation in White can be reduced to a simple proposition based solely upon the size of the organization. It is well settled that no privilege can be claimed by the custodian of corporate records, regardless of how small the corporation may be. Grant v. United States, 227 U. S. 74 (1913); Fineberg v. United States, 393 F. 2d 417, 420 (CA9 1968); Hair Industry, Ltd. v. United States, 340 F. 2d 510 (CA2 1965); cf. George Campbell Painting Corp. v. Reid, 392 U. S. 286 (1968). Every State has now adopted laws permitting incorporation of professional associations, and increasing numbers of lawyers, doctors, and other professionals are choosing to conduct their business affairs in the corporate form rather than the more traditional partnership. Whether corporation or partnership, many of these firms will be independent entities whose financial records are held by a member of the firm in a representative capacity. In these circumstances, the applicability of the privilege should not turn on an insubstantial difference in the form of the business enterprise. See In re Grand Jury Subpoena Duces Tecum, 358 F. Supp. 661, 668 (Md. 1973).

This might be a different case if it involved a small family partnership, see United States v. Slutsky, 352 F. Supp. 1105 (SDNY 1972); In re Subpoena Duces Tecum, 81 F. Supp., at 421, or, as the Solicitor General suggests, Brief for United States 22-23, if there were some other pre-existing relationship of confidentiality among the partners. But in the circumstances of this case, petitioner’s possession of the partnership’s financial records in what can be fairly said to be a representative capacity compels our holding that his personal privilege against compulsory self-incrimination is inapplicable.

Affirmed.

Mr. Justice Douglas,

dissenting.

Beilis, the petitioner, was formerly one of three partners in a small law firm; the partnership was dissolved, and Beilis currently has lawful possession of the firm’s records. The grand jury has subpoenaed those records apparently for the purpose of a tax investigation directed against Beilis personally. He refused to comply, claiming his Fifth Amendment privilege against self-incrimination, but the Court today holds that privilege not available to Beilis. I think the case is clearly controlled by Boyd v. United States, 116 U. S. 616, and thus I dissent.

In Boyd the Court held that the Fifth Amendment privilege extends to the production of papers personally-held as well as to the compulsion of testimony. “[W]e have been unable to perceive that the seizure of a man’s private books and papers to be used in evidence against him is substantially different from compelling him to be a witness against himself.” 116 U. S., at 633. In purporting to distinguish this case from Boyd, the Court relies on United States v. White, 322 U. S. 694, involving a subpoena directed to a union, not to any individual, for the production of official union documents. White in turn relied on cases holding that the privilege against self-incrimination is a personal one, which can be claimed only by natural persons, and not by corporations. Id., at 699, citing Hale v. Henkel, 201 U. S. 43; Wilson v. United States, 221 U. S. 361; Essgee Co. v. United States, 262 U. S. 151. “[T]he papers and effects which the privilege protects must be the private property of the person claiming the privilege, or at least in his possession in a purely personal capacity.” White, supra, at 699.

In extending these corporation cases to the union papers involved in White, we stressed that the test is not a mechanical one, but “whether one can fairly say under all the circumstances that a particular type of organization has a character so impersonal in the scope of its membership and activities that it cannot be said to embody or represent the purely private or personal interests of its constituents, but rather to embody their common or group interests only.” Id., at 701. In finding that the union was such an impersonal organization, the court pointed out that the union’s existence is not dependent upon the life of any member, that it separately owns property apart from any of its members or officers, that its treasury exists apart from the personal funds of its members, and that without special authorization no member can bind the union. Id., at 701-702. None of these factors is present here in this small three-man law firm. Pennsylvania, as have most States, has adopted the Uniform Partnership Act, Pa. Stat. Ann., Tit. 59, § 1. This partnership would dissolve automatically upon the death of any member, § 93, and any partner can bind the entire partnership in the conduct of its affairs, § 31. No new member can join without unanimous consent of the partners, §51 (g). In Pennsylvania as in many States a partnership can hold and sell property in its own name, Pa. Stat. Ann., Tit. 15, § 12773; Pa. Stat. Ann., Tit. 59, § 13, but each partner individually is a co-owner of that property, § 72, and in many substantive legal respects the ownership by the partnership is different in kind from ordinary ownership of property. Any legal liabilities arising from property owned by the partnership, of course, extend to the partners individually if the common partnership assets are exhausted, § 37.

I would treat a partnership as Boyd treated it. This partnership is as different from a labor union or the run of corporations as black is from white. By the Court’s opinion a man and wife who form a law partnership or medical partnership or dental partnership are treated as some kind of new “entity” so as to expand the power of government into an area from which the Fifth Amendment excludes it. The nature of a partnership is not even a federal question; it turns on its creator, the State. Pennsylvania tells us by its Supreme Court that a Pennsylvania partnership “is treated as an aggregate of individuals and not as a separate entity.” Tax Review Board v. Shapiro Co., 409 Pa. 253, 260, 185 A. 2d 529, 533. For federal income tax purposes the partnership pays no tax, it is merely the conduit through which income passes to the taxpaying partners. Internal Revenue Code §§ 701, 702, 26 U. S. C. §§ 701, 702.

The majority refers to large law firms or brokerage houses as examples of partnerships which take on the characteristics of independent entities in the manner of corporations. None that I know could properly be considered an organization with “a character so impersonal in the scope of its membership and activities that it cannot be said to embody or represent the purely private or personal interests of its constituents,” White, supra, at 701. That certainly is not the case presented here. At times the law may treat unlikes as if they were alike; but it surpasses understanding when a two- or three-man partnership is treated the same as members or officers of a giant corporation or a giant union. See United States v. Cogan, 257 F. Supp. 170 (SDNY 1966) (Frankel, J.). This small three-man firm had no real existence apart from the three individual attorneys.

All this only goes to demonstrate that Beilis was not holding the records involved here as a representative of some separate, impersonal entity with no rights under the Fifth Amendment. The records he holds are his own, in both a legal and a practical sense. Nor could the grand jury investigation result in any finding of tax liability by the partnership as a separate entity, for the partnership has no tax obligations other than the filing of informational forms that aid in determining the liabilities of the individual partners. It was only Beilis individually, or his two former partners, against whom the investigation could have been directed. If Beilis had been conducting a solo practice, his claim of privilege could not be overridden, as the Government here necessarily conceded. I am unable to perceive why he should be held to have forfeited that constitutional right by joining with two others in a partnership.

Indeed, the significance of the distinction is so obscure that the Court did not even see fit to notice it in Boyd itself, where in fact the subpoena was directed at a partnership and not an individual. As the Government here concedes, Brief for United States 14 n. 10, both parties and the Court assumed in Boyd that the partnership documents there sought were personal property.

“This command of the Fifth Amendment . . . registers an important advance in the development of our liberty — 'one of the great landmarks in man’s struggle to make himself civilized.’ Time has not shown that protection from the evils against which this safeguard was directed is needless or unwarranted. This constitutional protection must not be interpreted in a hostile or niggardly spirit.” Ullmann v. United States, 350 U. S. 422, 426. But it is the niggardly view which prevails today, with the Court effectively overruling Boyd in holding that the Government can compel an individual to produce his private records to aid a Government investigation of him. That is a view I cannot join.

       Although the wording of the subpoena was arguably broad enough to encompass them, the District Court expressly excluded any client files from the scope of its order.

       Petitioner also argues that we have already decided the issue presented in this case, and held that the Fifth Amendment privilege could be claimed with respect to partnership records, in the Boyd case. It is true that the notice to produce involved in Boyd was in fact issued to E. A. Boyd & Sons, a partnership. See 116 U. S. 616, 619. However, at this early stage in the development of our Fifth Amendment jurisprudence, the potential significance of this fact was not observed by either the parties or the Court. The parties treated the invoice at issue as a private business record, and the contention that it might be a partnership record held in a representative capacity, and thus not within the scope of the privilege, was not raised. The Court therefore decided the case on the premise that it involved-the “compulsory production of a man’s private papers.” Id., at 622. It was only after Boyd had held that the Fifth Amendment privilege applied to the compelled production of documents that the question of the extension of this principle to the records of artificial entities arose. We do not believe that the Court in Boyd can be said to have decided the issue presented today. See United States v. Onassis, 125 F. Supp. 190, 208 (DC 1954).
      In any event, the Court in Boyd did not inquire into the nature of the Boyd & Sons partnership or the capacity in which the invoice was acquired or held. Absent such an inquiry, we are unable to determine how our decision today would affect the result of Boyd on the facts of that case. See infra, at 101.

       Petitioner properly concedes that the dissolution of the partnership does not afford him any greater claim to the privilege than he would have if the firm were still active. Brief for Petitioner 31 n. 12. Under Pennsylvania law, dissolution of the partnership does not terminate the entity; rather it continues until the winding up of the partnership affairs is completed, Pa. Stat. Ann., Tit. 59, § 92 (1964), which has not yet occurred in this case. Moreover, this Court’s decisions have made clear that the dissolution of a corporation does not give the custodian of the corporate records any greater claim to the Fifth Amendment privilege. Wheeler v. United States, 226 U. S. 478, 489-490 (1913); Grant v. United States, 227 U. S. 74, 80 (1913). We see no reason why the same should not be true of the records of a partnership after its dissolution.

       The record in this case is quite sketchy, and it is unclear whether the partnership here had adopted a formal partnership agreement. Petitioner apparently had a 45% interest in the profits of the firm, which suggests that there may have been such an agreement. However, there is no indication that any such agreement made any material change in the provisions of state law regarding the management and control of the firm or the rights of the other partners with respect to the firm’s financial records. In any event, the existence of a formal partnership agreement would merely reinforce our conclusion that the partnership is properly regarded as an independent entity with a relatively formal organization.

       Pennsylvania has adopted the provisions of the Uniform Partnership Act, which is also in force in 40 other States and the District of Columbia.

       As we observed only last Term, a “partnership is regarded as an independently recognizable entity apart from the aggregate of its partners" for a number of purposes under the Internal Revenue Code. United States v. Basye, 410 U. S. 441, 448 (1973).

       Of course, state and federal law do not treat partnerships as distinct entities for all purposes. But we think that partnerships bear enough of the indicia of legal entities to be treated as such for the purpose of our analysis of the Fifth Amendment issue presented in this case. The fact that partnerships are not viewed solely as entities is immaterial for this purpose. See United States v. White, 322 U. S. 694, 697 (1944).

       Petitioner argues that as a partner in the firm, he has an interest in the firm's records as co-owner which entitles him to claim the privilege against self-incrimination. But such an ownership interest exists in a paitnership of any size. Moreover, the same ownership interest is presented in the case of a labor union or other unincorporated association. The Court’s decision in White clearly established that the mere existence of such an ownership interest is not in itself sufficient to establish a claim of privilege. See also Wheeler v. United States, 226 U. S., at 489-490; Grant v. United States, 227 U. S., at 79-80.
      Mr. Justice Douglas argues in dissent that the partnership as an entity is not under investigation by the grand jury, rather that petitioner is the target of the inquiry. Assuming that this is true, it does not give petitioner any greater claim to the privilege. We have rejected this same argument in holding that the privilege cannot be maintained with respect to corporate records, in words fully applicable here:
      “Nor is it an answer to say that in the present case the inquiry before the grand jury was not directed against the corporation itself. The appellant had no greater right to withhold the books by reason of the fact that the corporation was not charged with criminal abuses. That, if the corporation had been so charged, he would have been, compelled to submit the books to inspection, despite the consequences to himself, sufficiently shows the absence of any basis for a claim on his part of personal privilege as to them; it could not depend upon the question whether or not another was accused.” Wilson v. United States, 221 U. S. 361, 385 (1911).

       Significantly, the District Court here excluded any client files from the scope of its order. See n. 1, supra. A different case might be presented if petitioner had been ordered to produce files containing work which he had personally performed on behalf of his clients, even if these files might for some purposes be viewed as those of the partnership.

       The Court in White, in pointing out that union records were generally open to inspection by the members, 322 U. S., at 699-700, relied upon Guthrie v. Harkness, 199 U. S. 148, 153 (1905), where the Court observed that “the members of an ordinary partnership [have the same right] to examine their company’s books.”

       To implement these rights, Pennsylvania law permits any partner to bring suit against the partnership, and the partnership to sue any partner. Pa. Rule Civ. Proc. 2129.

      See App. 24; Tr. of Oral Arg. 8.


author: Mr. Justice Marshall

text:
    COOPER STEVEDORING CO., INC. v. FRITZ KOPKE, INC., et al.
    No. 73-726.
    Argued April 15-16, 1974
    Decided May 28, 1974
    Marshall, J., delivered the opinion of the Court, in which all Members joined except Stewart, J., who took no part in the decision of the case.

      Joseph D. Cheavens argued the cause and filed a brief for petitioner.

      Bruce Dixie Smith argued the cause and filed a brief for respondents.
   Mr. Justice Marshall

delivered the opinion of the Court.

This case concerns the extent to which contribution between joint tortfeasors may be obtained in a maritime action for personal injuries. The S. S. Karina, a vessel owned and operated by respondent Fritz Kopke, Inc., and under time charter to respondent Alcoa Steamship Co., was loaded at Mobile, Alabama, with palletized crates of cargo by petitioner Cooper Stevedoring Co. The vessel then proceeded to the Port of Houston where longshoremen employed by Mid-Gulf Stevedores, Inc., began to load sacked cargo. The Houston longshoremen had to use the top of the tier of crates loaded by Cooper as a floor on which to walk and stow the Houston cargo. One of these longshoremen, Troy Sessions, injured his back when he stepped into a gap between the crates which had been concealed by a large piece of corrugated paper.

Sessions brought suit in the District Court against Kopke and Alcoa (hereinafter collectively the Vessel) seeking to recover damages for his injuries. The Vessel filed a third-party complaint against Cooper alleging that if Sessions was injured by any unseaworthy condition of the vessel or as the result of negligence other than his own, such condition or negligence resulted from the conduct of Cooper and its employees. The Vessel also filed a similar third-party complaint against Mid-Gulf.

Prior to trial, Mid-Gulf and the Vessel apparently entered into an agreement under which Mid-Gulf would indemnify the Vessel against any recovery which Sessions might obtain. Pursuant to this agreement, Mid-Gulf was dismissed as a third-party defendant and Mid-Gulf's attorneys were substituted as counsel for the Vessel.

The case then went to trial, after which the District Court, which sat without a jury, orally announced its findings of fact and conclusions of law. The court found that the Vessel's failure either to make adequate arrangements to assure that the stow would not move and leave spaces in the course of its trip from Mobile to Houston or to put some type of dunnage on top of the stow had resulted in an unsafe place to work and unseaworthy condition. The court found that Cooper was also negligent in not stowing the crates in a manner in which longshoremen at subsequent ports could safely work on top of them. Finding it difficult from the evidence to “evaluate exactly the responsibility between the shipowner on the one hand and Cooper on the other,” the District Court divided the liability equally between the Vessel and Cooper. Judgment was entered allowing Sessions to recover $38,679.90 from the Vessel and allowing the Vessel to recover $19,-339.95 from Cooper.

Cooper appealed, asserting that the District Court's award of contribution in a noncollision maritime case was in direct conflict with this Court’s decisions in Halcyon Lines v. Haenn Ship Corp., 342 U. S. 282 (1952), and Atlantic Coast Line R. Co. v. Erie Lackawanna R. Co., 406 U. S. 340 (1972). The Court of Appeals rejected this contention, relying on prior decisions of the Fifth and Second Circuits to the effect that the apparent prohibition against contribution in noncol-lision maritime cases announced in Halcyon and Atlantic was inapplicable where the joint tortfeasor against whom contribution is sought is not immune from tort liability by statute. See Horton & Horton, Inc. v. T/S J. E. Dyer, 428 F. 2d 1131 (CA5 1970), cert. denied, 400 U. S. 993 (1971); Watz v. Zapata Off-Shore Co., 431 F. 2d 100 (CA5 1970); In re Seaboard Shipping Corp., 449 F. 2d 132 (CA2 1971), cert. denied, 406 U. S. 949 (1972). The Court of Appeals found this principle applicable here since Sessions, in addition to suing the Vessel, could have proceeded directly against Cooper as the latter was not his employer and, therefore, not shielded by the limited liability of the Longshoremen's and Harbor Workers’ Compensation Act, 33 U. S. C. § 905. 479 F. 2d 1041 (CA5 1973). We granted certiorari to consider this question, 414 U. S. 1127 (1974), and now affirm.

Where two vessels collide due to the fault of each, an admiralty doctrine of ancient lineage provides that the mutual wrongdoers shall share equally the damages sustained by each. In The North Star, 106 U. S. 17 (1882), Mr. Justice Bradley traced the doctrine back to the Laws of Oléron which date from the 12th century, and its roots no doubt go much deeper. Even though the common law of torts rejected a right of contribution among joint tortfeasors, the principle of division of damages in admiralty has, over the years, been liberally extended by this Court in directions deemed just and proper. In one line of cases, for example, the Court expanded the doctrine to encompass not only damage to the vessels involved in a collision, but personal injuries and property damage caused innocent third parties as well. See, e. g., The Washington, 9 Wall. 513 (1870); The Alabama, 92 U. S. 695 (1876); The Atlas, 93 U. S. 302 (1876); The Chattahoochee, 173 U. S. 540 (1899). See generally The Max Morris, 137 U. S. 1, 8-11 (1890). In other cases, the Court has recognized the application of the rule of divided damages in circumstances not involving a collision between two vessels, as where a ship strikes a pier due to the fault of both the shipowner and the pier owner, see Atlee v. Packet Co., 21 Wall. 389 (1875), or where a vessel goes aground in a canal due to the negligence of both the shipowner and the canal company, see White Oak Tramp. Co. v. Boston, Cape Cod & New York Canal Co., 258 U. S. 341 (1922). See also The Max Morris, supra, at 13-14. Indeed, it is fair to say that application of the rule of division of damages between joint tortfeasors in admiralty cases has been as broad as its underlying rationales. The interests of safety dictate that where two parties “are both in fault, they should bear the damage equally, to make them more careful.” The Alabama, supra, at 697. And a “more equal distribution of justice” can best be achieved by ameliorating the common-law rule against contribution which permits a plaintiff to force one of two wrongdoers to bear the entire loss, though the other may have been equally or more to blame. See The Max Morris, supra, at 14.

Despite the occasional breadth of its dictum, our opinion in Halcyon should be read with this historical backdrop in mind. Viewed from this perspective, and taking into account the factual circumstances presented in that case, we think Halcyon stands for a more limited rule than the absolute bar against contribution in noncollision cases urged upon us by petitioner.

In Halcyon, a ship repair employee was injured while making repairs on Halcyon’s ship. He sued Halcyon for damages, alleging negligence and unseaworthiness. Since the employee was covered by the Longshoremen’s and Harbor Workers’ Compensation Act, 33 U. S. C. §§ 901-950, he was prohibited from suing his employer Haenn. Nevertheless Halcyon impleaded Haenn as a joint tort-feasor seeking contribution for the judgment recovered by the employee. We granted certiorari in Halcyon to resolve a conflict which had arisen among the circuits as to whether a shipowner could recover contribution in these circumstances. See 342 U. S., at 283-284, and n. 3. One court had held that the employer’s limitation of liability vis-á-vis its employee under the Harbor Workers’ Act barred contribution. See American Mutual Liability Insurance Co. v. Matthews, 182 F. 2d 322 (CA2 1950). Another Circuit had held that the Act did not bar contribution, see United States v. Rothschild Int’l Stevedoring Co., 183 F. 2d 181 (CA9 1950), and yet a third Circuit, in the case reviewed in Halcyon, had permitted contribution but limited it to the amount which the injured employee could have compelled the employer to pay had he elected to claim compensation under the Act. 187 F. 2d 403 (CA3 1951).

Before this Court, both parties in Halcyon agreed that “limiting an employer’s liability for contribution to those uncertain amounts recoverable under the Harbor Workers’ Act is impractical and undesirable.” 342 U. S., at 284. The Court also took cognizance of the apparent trade-off in the Act between the employer’s limitation of liability and the abrogation, in favor of the employee, of common-law doctrines of contributory negligence and assumption of risk. Id., at 285-286. Confronted with the possibility that any workable rule of contribution might be inconsistent with the balance struck by Congress in the Harbor Workers’ Act between the interests of carriers, employers, employees, and their respective insurers, we refrained from allowing contribution in the circumstances of that case.

These factors underlying our decision in Halcyon still have much force. Indeed, the 1972 amendments to the Harbor Workers’ Act re-emphasize Congress’ determination that as between an employer and its injured employee, the right to compensation under the Act should be the employee’s exclusive remedy. But whatever weight these factors were properly accorded in the factual circumstances presented in Halcyon, they have no application here. Unlike the injured worker in Halcyon, Sessions was not an employee of Cooper and could have proceeded against either the Vessel or Cooper or both of them to recover full damages for his injury. Had Sessions done so, either or both of the defendants could have been held responsible for all or part of the damages. Since Sessions could have elected to make Cooper bear its share of the damages caused by its negligence, we see no reason why the Vessel should not be accorded the same right. On the facts of this case, then, no countervailing considerations detract from the well-established maritime rule allowing contribution between joint tortfeasors.

Our brief per curiam opinion in Atlantic Coast Line R. Co. v. Erie Lackawanna R. Co., 406 U. S. 340 (1972), is fully consistent with this view. In that case a yard brakeman, employed by Erie, brought suit for injuries sustained while working on a boxcar owned by another railroad, Atlantic, while the boxcar was being transported on a carfloat barge owned by Erie. The accident was allegedly due to a defective footboard and handbrake of the boxcar and the plaintiff sued Atlantic for its negligence in supplying defective equipment. Atlantic sought contribution from Erie on the ground that its negligence was also a factor in causing the injury. The District Court denied contribution, relying on Halcyon. The Court of Appeals affirmed and we granted certiorari because it initially appeared that the decision was inconsistent with the Courts of Appeals' decisions in Horton, Watz, and Seaboard, supra, which had allowed contribution, notwithstanding Halcyon, in situations where the party against whom contribution was sought was not entitled to the limitation-of-liability protections of the Harbor Workers’ Act. After oral argument, however, it appeared that the case was factually indistinguishable from Halcyon. Erie, against whom contribution was sought, was the plaintiff’s employer, and in Pennsylvania R. Co. v. O’Rourke, 344 U. S. 334 (1953), we recognized that a railroad employee injured while working on a freight car situated on a carfloat in navigable waters was subject exclusively to the Harbor Workers’ Act. Erie was therefore entitled to the limitation-of-liability protections of the Harbor Workers’ Act, just like the employer in Halcyon.

Petitioner argues, however, that this protection was ephemeral in Atlantic since, under Jackson v. Lykes Bros. S. S. Co., 386 U. S. 731 (1967), the injured employee in Atlantic could have sued Erie, the shipowner-employer, for unseaworthiness of the vessel. See also Reed v. The Yaka, 373 U. S. 410 (1963). But the fact that Erie may have been subject to a suit based on unseaworthiness for damages caused by defective boxcar appliances, compare The Osceola, 189 U. S. 158, 175 (1903), with Gutierrez v. Waterman S. S. Corp., 373 U. S. 206, 213 (1963), did not make it a joint tortfeasor subject to a contribution claim. Contribution rests upon a finding of concurrent fault. Erie's liability, if any, for unseaworthiness of its vessel would have been a strict liability not based upon fault. In other words, even if Erie were negligent, its injured employee was entitled to claim compensation from it under the Harbor Workers’ Act, and Erie was accordingly entitled to the protective mantle of the Act’s limitation-of-liability provisions. And to the extent Erie was not negligent but nevertheless subject to a suit on a seaworthiness theory, Erie was not a joint tortfeasor against whom contribution could be sought. See Simpson Timber Co. v. Parks, 390 F. 2d 353 (CA9), cert. denied, 393 U. S. 858 (1968).

In sum, our opinion in Atlantic was not intended to answer the question posed by the present case, as its failure to discuss Horton, Watz, and Seaboard indicates. Rather, Atlantic proves only that our decision in Halcyon was, and still is, good law on its facts.

Affirmed.

Mr. Justice Stewart took no part in the decision of this case.

       This suit was commenced prior to the enactment of the 1972 amendments to the Longshoremen’s and Harbor Workers’ Compensation Act, 33 U. S. C. §§ 901-944 (1970 ed., Supp. II), and all parties agree that the amendments are therefore not applicable. Accordingly we need not decide whether Sessions’ suit against the Vessel or the Vessel’s third-party complaints against Cooper or Mid-Gulf could be brought under the Act, as amended. See § 905 (b).

       Petitioner suggests that the Vessel cannot recover contribution because it has already been fully indemnified for the judgment under its agreement with Mid-Gulf. See W. Prosser, Law of Torts §§ 48-49 (4th ed. 1971). But this suggestion rests on a faulty construction of the agreement between the Vessel and Mid-Gulf. The latter agreed to indemnify the Vessel only to the extent necessary after trial of the lawsuit, and the assumption of the parties was that Mid-Gulf would step into the Vessel’s shoes both to defend the suit brought by Sessions and to prosecute the third-party complaint against Cooper.

       Since the District Court concluded that the only apportionment of fault it could reach on the evidence in this ease was an equal division, we have no occasion in this case to determine whether contribution in cases such as this should be based on an equal division of damages or should be relatively apportioned in accordance with the degree of fault of the parties. Cf. The Max Morris, 137 U. S. 1, 15 (1890). See also Jacob v. New York City, 315 U. S. 752 (1942); Socony-Vacuum Oil Co. v. Smith, 305 U. S. 424 (1939) ; The Arizona v. Anelich, 298 U. S. 110 (1936). See generally Staring, Contribution and Division of Damages in Admiralty and Maritime Cases, 45 Calif. L. Rev. 304, 340-344 (1957).

       The Vessel also cross-appealed, contending that the District Court should have allowed it full indemnity from Cooper. The Court of Appeals rejected this argument, relying on the District Court’s finding that the Vessel’s “conduct precluded its full recovery on the indemnity claim because it failed to fulfill its primary responsibility under its arrangement with Cooper to assure that some type of dunnage was placed on top of the cargo.” 479 F. 2d 1041, 1042. Cf. Weyerhaeuser S. S. Co. v. Nacirema Operating Co., 355 U. S. 563, 567 (1958). The Vessel did not file a petition for a writ of certiorari to seek review of this aspect of the Court of Appeals’ judgment, and we therefore lack jurisdiction to consider its contention that it is entitled to recover full indemnity on the basis of Ryan Stevedoring Co. v. Pan-Atlantic S. S. Corp., 350 U. S. 124 (1956).

       The lower courts have generally not read Halcyon as petitioner suggests, and have continued to recognize a right of contribution in noncollision maritime cases. See, e. g., Crain Bros., Inc. v. Wieman & Ward Co., 223 F. 2d 256 (CA3 1955); Moran Towing Corp. v. M. A. Gammino Constr. Co., 409 F. 2d 917 (CA1 1969); Coca Cola Co., Tenco Div. v. S. S. Norholt, 333 F. Supp. 946 (SDNY 1971); Dow Chemical Co. v. Tug Thomas Allen, 349 F. Supp. 1354 (ED La. 1972); Bilkay Holding Corp. v. Consolidated Iron & Metal Co., 330 F. Supp. 1313 (SDNY 1971); American Independent Oil Co. v. M. S. Alkaid, 289 F. Supp. 329 (SDNY 1967); Cities Service Refining Corp. v. National Bulk Carriers, Inc., 146 F. Supp. 418 (SD Tex.1956).

       Under the 1972 amendments, an employee injured on a vessel can bring an action against the vessel for negligence, but the vessel’s liability will not be based upon the warranty of seaworthiness or breach thereof. And where the vessel has been held hable for negligence "the employer shall not be liable to the vessel for such damages directly or indirectly and any agreements or warranties to the contrary shall be void.” 33 U. S. C. § 905 (b) (1970 ed., Supp. II). The intent and effect of this amendment were to overrule this Court’s decisions in Seas Shipping Co. v. Sieracki, 328 U. S. 85 (1946), and Ryan Stevedoring Co. v. Pan-Atlantic S. S. Corp., 350 U. S. 124 (1956), insofar as they made an employer circuitously liable for injuries to its employee, by allowing the employee to maintain an action for unseaworthiness against the vessel and allowing the vessel to maintain an action for indemnity against the employer. See H. R. Rep. No. 92-1441, pp. 4-8 (1972); S. Rep. No. 92-1125, pp. 8-12 (1972).