the Railroad Credit Corporation, the Bank of New York, Harry Kirshbaum, Abraham Wofsey, and Michael Wofsey, and the firm of Tanzer & Mullaney and Robert P. Weil.

With the exception of the insurance companies and the Bank of New York, the petitioners request that we reconsider our report and order of August 27, 1941, in which we found we were unable to fix any maximum limits of allowances for them, and modify that report and order by finding that the services and expenses for which allowances were requested were of benefit to the estates of the debtors and contributed to the formulation of the plan of reorganization, and by fixing maximum limits of allowances therefor.

The President and Directors of the Manhattan Company, the Merchants National Bank of Boston, and the Rhode Island Hospital National Bank also pray that, if we are unable to grant the foregoing request, we modify the above report and order by providing that the findings in such report in respect of their petitions shall be without prejudice to a reapplication or renewal of application by the petitioners for allowances in the event that the position taken by them in the reorganization proceedings is subsequently sustained by the bankruptcy court or the court of last resort to which any appeals may be taken, or that their efforts for more favorable treatment are in the end successful; or, in the alternative, that we hold open the matters contained in their petitions until it shall have been determined that no possibility exists that the plan will be modified in accordance with their contentions.

Each of the petitioning banks points out that its participation in the reorganization proceedings was involuntary and resulted from the injunction restraining it from selling the collateral pledged under the notes held by it. These petitioners further state that under these circumstances it was necessary for them to retain counsel and participate in the proceedings, first, in order to prove their claims; second, to participate in the hearings instituted by the bankruptcy trustees as to the disposition of the income from the pledged collateral; and third, to present and prosecute their petitions for the payment of their claims in full. The President and Directors of the Manhattan Company assert that, even though the services of its counsel in respect of the Old Colony be considered of no benefit to the principal debtor's estate, they were of benefit to the estate of the Old Colony. In this connection, we observe that considerable time was devoted by its counsel in opposing the appointment of the principal debtor's trustees as trustees of the Old Colony. In our opinion, such services, which were unsuccessful, are not compensable either out of the estate of the Old Colony or the estate of the principal debtor. The Merchants National Bank of Boston also urges that it should not be compelled to stand

the expense incurred by it in obtaining a dissolution of the injunction restraining it from selling its collateral.

In its opinion of December 8, 1941, the bankruptcy court, while disapproving the Commission's plan of reorganization on other grounds, found, on the present record, with minor exceptions, that the treatment accorded these objecting banks is consistent with the requirements of the statute, and concluded that the losses resulting from the inadequacy of their collateral, though regrettable, are a form of damnum absque injuria, which "the court can not in equity saddle upon other creditors of the estate for the benefit of these pledgees." The court found also that the asserted intent or desire to be "a self-liquidating creditor who could get clean of the whole situation the moment things went wrong" could not avail these banks, upon the intervention of bankruptcy, when that escape could be accomplished only at the expense of other creditors.

We conclude, upon reconsideration, that we should fix maximum limits of allowances for them, and we will therefore modify our report and order of August 27, 1941, accordingly. From a consideration of the petitions and the evidence presented in support thereof, we find that the following maximum limits of allowances should be fixed for these petitioners:

For services rendered by the firms of Root, Clark, Buckner & Ballantine and Appleton, Rice & Perrin, and J. Frederick Baker, counsel for the President and Directors of the Manhattan Company, $5,000; and for additional expenses incurred by the Manhattan Company, $1,021.37.

For services rendered by the firm of Peabody, Brown, Rowley & Storey, counsel for the Merchants National Bank of Boston, $6,000; and for additional expenses incurred by the Merchants National Bank of Boston, $1,021.76.

For services rendered by the firm of Tillinghast, Collins & Tanner, counsel for the Rhode Island Hospital National Bank, $3,000; and for additional expenses incurred by the Rhode Island Hospital National Bank, $527.60.

The position of the Railroad Credit Corporation, also a secured noteholder, is very similar to that of the petitioning banks. It contends that the expenses incurred by it were necessary, and that it was not only under a duty to intervene and support its claim, but, as in the case of other creditors similarly situated, it was also under the duty to satisfy the Commission, both in briefs and oral argument, that its position as a fully secured creditor should be maintained in whatever plan of reorganization was ultimately certified to the court. The expenses for which reimbursement is requested by this petitioner were incurred in obtaining the transcript of hearings and oral argu

252 I. C. C.

ment before the Commission and the court, in printing briefs filed with the court, and in making two trips to New Haven, Conn., for the filing of briefs and attendance at court. The briefs filed with the court concerned the disposition of the income from pledged col lateral, and this petitioner states that its contention, that a pledgee of collateral security has a legal right to apply in its discretion, against its loan obligation, the income and proceeds from the pledged securities, was sustained by the court, and that as a result the principal of its claim has been reduced from $3,428,225.66 to $2,102,596.22 as of January 1, 1940.

The bankruptcy court, in its aforesaid opinion of December 8, 1941, held, over the objection of the Railroad Credit Corporation, that the treatment proposed for it in the Commission's plan of reorganization cannot be approved.

Upon reconsideration, we conclude and find that the expenses of the Railroad Credit Corporation were incurred in connection with services which should be considered of benefit to the estate of the principal debtor. Accordingly, we will modify our report and order of August 27, 1941, and fix the maximum limit of allowance for this petitioner as follows: For expenses incurred by the Railroad Credit Corporation, $920.43.

Harry Kirshbaum, Abraham Wofsey, and Michael Wofsey are counsel for 18 persons holding an aggregate face amount of $25,000 of the principal debtor's debentures, due 1957, and of Providence Securities Company debentures, due 1957. The nature and extent of the services of these petitioners are stated in our report of August 27, 1941. As stated therein, while compensation is requested for services beginning shortly after the institution of the reorganization proceedings, Kirshbaum testified that he was not retained until the latter part of 1938, and his clients did not intervene in the proceedings before the Commission until September 1940. Holders of $9,359,000 of the principal debtor's debentures, due 1957, had long before intervened in the proceedings before us, and their counsel actively participated throughout such proceedings. Holders of other unsecured claims, such as these debentures constitute, were also represented actively.

Kirshbaum testified that it was his understanding that the bonds which he represented were owned jointly by all his clients, who include 5 members of his immediate family, and that these bonds were purchased on or after July 3, 1935. Testimony of this petitioner shows also that his claim of $15,000 for compensation is predicated on an estimated expenditure of some 700 hours of time, a large, but undetermined, part of which reflects services, in the nature of discussions,

The total market value of which, at the date of our hearing on his petition (March 29, 1941), the petitioner concedes, was about $1,250.

study, consideration, and correspondence, in simply "following" the proceedings, long prior to his intervention before the Commission at the reopened hearing on September 9, 1940. Indeed, some of these activities occurred as early as October 1935. Aside from the question of time, Kirshbaum produced no witnesses, presented no evidence, and his participation at the 3-day session of the reopened hearing consisted of asking some 20 questions on cross-examination, the record of which occupies a total of not exceeding 4 pages of the transcript of testimony. Thereafter, he did prepare and file a 9-page typewritten brief in opposition to the inclusion of the Old Colony in the plan of reorganization. His position in that respect was neither exclusive nor unique, and does not assume any greater importance, insofar as allowances are concerned, by reason of the court's opinion of December 8, 1941. His attendance at other hearings before the Commission was devoid of any actual participation. His attempt, in September 1940, to intervene in the proceedings before the bankruptcy court was unsuccessful.

Our review and reexamination of the record does not disclose that there is any merit in this petitioner's claim for allowances out of the debtor's estate. Since we are unable to fix any maximum limit of allowances for the petitioners' services, we are unable also to do so in respect of the expenses incurred in connection with such services.

The firm of Tanzer & Mullaney and Robert P. Weil, counsel for the Empire Trust Company, a holder of $20,000 of New York, Westchester & Boston Railway Company bonds, contend in support of their pending petition that, since the Commission provided in the order approving a plan of reorganization that, if the court should grant the petition filed therein by its client respecting the priority of the public holders of the New York, Westchester & Boston Railway Company bonds over the principal debtor, the indenture securing certain collateral-trust notes should contain suitable provisions carrying out the court decree, we erred in finding that their services in respect thereof did not contribute anything to the reorganization.

In view of the fact that the order of the court dismissing the petition was without prejudice to the right of the petitioner to renew its claim at a later date, we shall modify our order of August 27, 1941, and provide that our finding that the services of the petitioners were of no benefit to the estate of the debtors shall be without prejudice to the right of the petitioners to reapply to us to fix maximum allowances in the event the court grants the petition of the Empire Trust Company.

In our report and order of August 27, 1941, we fixed maximum limits of allowances of $1,750 for services rendered by the firm of Miller, Owen, Otis & Bailly (now Willkie, Owen, Otis & Bailly),

counsel for the New York Life Insurance Company and the Mutual Life Insurance Company of New York, and $364.67 for additional expenses of these insurance companies. Allowance in the amount of $6,000 for the services of their counsel was requested by these petitioners, and in their pending petition that request is renewed.

Our determination of a maximum limit of allowance for their counsel's services is attacked by these petitioners on various grounds, including the following: The evidence fully supports the amount requested; there was no countervailing evidence; no opposition was expressed; the amount requested has been paid by the petitioning insurance companies; conduct of the litigation relative to the priority of the lien upon the debtor's leasehold interest in the Holyoke & Westfield Railroad, which gave rise to the services in question, was forced on the petitioners by the refusal or the financial inability of the treasurer of the State of Connecticut, trustee under the New Haven & Northampton mortgage, to send trial counsel into the proceeding; the necessity for participation therein arose because the Bankers Trust Company, as trustee under the debtor's first and refunding mortgage, instituted litigation seeking the determination of the priority of the lien of that mortgage upon the Holyoke & Westfield leasehold; upon trial of the issues before the court, the priority of the Northampton mortgage was in all respects established and stands as final judicial determination of the lien controversy; and petitioners' counsel achieved complete success in the litigation. With respect to the allegation that our report is faulty because it contains no findings or statement of reasons for fixing the allowance at $1,750 instead of the $6,000 requested, the petitioners, in our opinion, advocate a false standard, which, if adopted, would mean that in all instances where there is no countervailing evidence as to the character, extent, or value of the services (which is almost always the situation in allowance proceedings), the Commission would be required, of necessity, to accept the claimants' own valuations of the worth of their services, which, after all, is a matter of opinion. But the Commission has a duty to exercise its own judgment, and it is not bound to accept, without modification, the claimants' self-interested opinions of the value of their services. Chicago, M., St. P. & P. R. Co. Reorganization, 242 I. C. C. 113, 139. Moreover, it is neither possible nor essential to set out explicit findings or reasons why any given or selected figure does not represent the reasonable value of the services in question. The ultimate positive finding as to what the maximum limit for particular services should be, in our view, is a composite result which comprehends and reflects our consideration and judgment with respect to all the factors inherent in the situation.