* * * of its capital or profits has been frequently sustained. The objection of adequate remedy at law was not raised below, nor is it now raised by appellees, if it could be entertained at this stage of the proceedings, and, so far as it was within the power of the Government to do so, the question of jurisdiction, for the purposes of the case, was explicitly waived on the argument. The relief sought was in respect of voluntary action of this defendant company and not in respect of the assessment and collection themselves. Under these circumstances we should not be justified in declining to proceed to judgment upon the merits. In Corbus v. Alaska Treadwell Gold Mining Co. (99 Fed., 334) the court, referring to the Pollock case, said: Their [Mr. Justice White and Mr. Justice Harlan's] opinion, with authorities cited, leads me to the conclusion that, had the question of jurisdiction been raised in the court below and insisted upon in the Supreme Court, the case would not have been heard upon its merits. Mr. Justice Brewer, in delivering the opinion affirming the judgment in this case (187 U. S., 455), said: The thought suggested by the quotation from the opinion by the district judge impresses us forcibly. Evidently the plaintiff patterned his proceeding upon Pollock v. Farmers' Loan & Trust Co. (157 U. S., 429). But that case does not determine to what extent a court of equity will permit a stockholder to maintain a suit nominally against the corporation, but really for its benefit. The fact, therefore, that in the Pollock case the action was by injunction furnishes no precedent here. As we have observed, Congress has afforded a complete and adequate remedy at law open to all persons aggrieved by the collection of an erroneous or illegal revenue tax. The taxpayer must pay the tax, and he may then bring an action to recover it back. This of itself, in the absence of statutory inhibition, would ordinarily be sufficient to warrant a refusal of injunctive relief. It may well be, however, even in the face of this prohibitive statute, that a court of equity would intervene upon a sufficient showing of irreparable damage. Not only is it the general rule that equity will not restrain the collection of a tax on the mere ground of its illegality, but also, as appears by its legislation, Congress has attempted to enforce that rule and to require payment of a tax by a party charged therewith before inquiry as to its validity will be permitted. Pacific Steam Whaling Co. v. United States (187 U. S., 447). Now, before a court of equity will in any way help a party to thwart this intent of Congress, it should affirmatively and clearly appear that there is an absolute necessity for its interference in order to prevent irreparable injury. No considerations of mere convenience are sufficient. Corbus v. Gold Mining Co. (187 U. S., 455). Plaintiffs, however, have not even alleged that they would suffer irreparable damage. No showing has been made in the bill upon which the court could predicate an inference that such damage would be sustained. Aside from the allegation that the tax will constitute a lien upon their real and personal property, the only ground of damage stated in the bill is That the income-tax assessments to be made by the Commissioner of Internal Revenue against the plaintiffs will be in part valid and in part unconstitutional and invalid, and, being prima facie good, such assessments will constitute a cloud on the title of the plaintiffs to their said real and personal estate, and for the prevention or removal of which cloud the plaintiffs are entitled to, and do hereby, invoke the judicial power of the courts of equity of the United States. This is not sufficient to warrant equitable relief. We are not convinced that the courts have relaxed or departed from the early rule announced in Snyder v. Marks, supra, where the court, considering a suit to restrain the collection of a revenue tax on tobacco, said: The inhibition of section 3224 applies to all assessments of taxes, made under color of their offices, by internal-revenue officers charged with general jurisdiction of the subject of assessing taxes against tobacco manufacturers. The remedy of a suit to recover back the tax after it is paid is provided by statute, and a suit to restrain its collection is forbidden. The remedy so given is exclusive, and no other remedy can be substituted for it. Such has been the current of decisions in the circuit courts of the United States, and we are satisfied it is a correct view of the law. Howland v. Soule (Deady, 413); Pullan v. Kinsinger (2 Abbott U. S., 94); Robbins v. Freeland (14 Int. Rev. Rec., 28); Delaware R. R. Co. v. Prettyman (17 id., 99); United States v. Black (11 Blatch., 538, 543); Kissinger v. Bean (7 Bissell, 60); United States v. Pacific R. R. (4 Dillon, 66, 69); Alkan v. Bean (23 Int. Rev. Rec., 351); Kensett v. Stivers (18 Blatch., 397). Because of the failure of the remedy it becomes unnecessary to consider the many legal and constitutional objections interposed by plaintiffs to the validity of the income tax law and the procedure under it. All of these objections will be open to plaintiffs in an action to recover the tax. The decree is affirmed with costs. (T. D. 2143.) United States cotton futures act. Relative to liquidation of contracts for future delivery of cotton. TREASURY DEPARTMENT, OFFICE OF COMMISSIONER OF INTERNAL REVENUE, Washington, D. C., February 6, 1915. GENTLEMEN: This office is in receipt of your letters of the 3d and 4th instant further in relation to previous correspondence regarding liquidation after February 17 of cotton long in Liverpool. In reply, you are advised that by office telegram and the use of the word "liquidate" it was intended to convey the understanding that a person who had purchased or sold cotton from or to a firm in Liverpool prior to February 18 could close the transaction by selling to or purchasing from the same firm the cotton necessary to wipe out the transaction, but that orders could not be given to that firm either to sell to or purchase from others in order to offset the trade without incurring liability. You state that section 21 of the United States cotton futures act exempts sales of cotton made prior to the 18th day of February, and it should also exempt purchases. As a matter of course, it necessarily does, but a sale of cotton made after February 18 is not exempt because the cotton was already purchased prior to the 18th. The foregoing answers affirmatively the question asked in the last paragraph of your letter of the 4th instant, namely, that, acting as agents for your customer, you can liquidate the contracts for future delivery of cotton you hold for his account in Liverpool by selling them back to the party from whom you bought them for his account, thus liquidating these contracts, and that you can not do so by selling the same or similar contracts to a third party. * * * Respectfully, W. H. OSBORN, Commissioner of Internal Revenue. Messrs. (T. D. 2144.) Opium-Penalties. Laws relating to assessment of 50 per cent penalties, for failure to register and pay special tax, applicable to cases arising under the narcotic drug act of December 17, 1914. TREASURY DEPARTMENT, OFFICE OF COMMISSIONER OF INTERNAL REVENUE, Washington, D. C., February 8, 1915. SIR: This office acknowledges the receipt of your letter of the 3d instant, in which you ask whether a 50 per cent penalty will be incurred by those persons coming under the provisions of the opium act approved December 17, 1914, who fail to register on or before March 1, 1915, and on or before July 1 of each succeeding year thereafter. In reply, you are advised that since all the laws relating to assessment and collection of other special taxes are made applicable to the taxes provided by this act (sec. 7) the same rule regarding the 50 per cent penalties will apply to the tax imposed by this act as in the case of other special taxes. However, any person who has not registered on or before March 1, 1915, and on or before July 1 of each year thereafter, and who has in his possession or under his control any of the drugs mentioned in this act, will be held to have incurred the penalties imposed by section 9 of the act, subject to the provisions of section 3229, Revised Statutes. Respectfully, W. H. OSBORN, Commissioner of Internal Revenue. COLLECTOR OF INTERNAL REVENUE, Detroit, Mich. (T. D. 2145.) Emergency revenue law-Powers of attorney and certificates. 1. TAX ON POWERS OF ATTORNEY IN BANKRUPTCY PROCEEDINGS. A power of attorney in bankruptcy proceedings, authorizing an attorney in fact to attend meetings of creditors of the bankrupt and vote thereat for trustees, or for any other proposal or resolution that may be submitted under the act, to accept any composition proposed by the bankrupt, and to receive payment of dividends or money due under any composition, etc., is taxable under the act of October 22, 1914, at the rate of 25 cents. 2. TAX ON CERTIFICATE BY REFEREE IN BANKRUPTCY. Certificate by referee in bankruptcy that the order approving a trustee's bond is a true copy of the one on file in his office is taxable at the rate of 10 cents. TREASURY DEPARTMENT, OFFICE OF COMMISSIONER OF INTERNAL REVENUE, Washington, D. C., February 9, 1915. The appended decision of the United States District Court for the Southern District of New York in the case of Charles A. Hawley, bankrupt, v. Collector of Internal Revenue, is published for the information of internal-revenue officers and others concerned. DAVID A. GATES, Acting Commissioner of Internal Revenue. UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF NEw York. In the matter of Charles A. Hawley, individually and as a member of the firm of Hawley & Alford, bankrupt. HAND, District Judge: The referee in bankruptcy has refused to accept a general letter of attorney in the above estate in the usual official form, "authorizing an attorney in fact to attend meetings of creditors of the bankrupt and vote thereat for trustee, or for any other proposal or resolution that may be submitted under the act, to accept any composition proposed by the bankrupt, and to receive payment of any dividends or money due under any composition," etc., unless there shall be affixed to such letter of attorney a 25-cent internal-revenue stamp. He has likewise refused to certify that an order approving the bond of the trustee is a correct copy of the one on file in his office, unless there is attached to such certificate a 10-cent internalrevenue stamp. The opinion which I am about to express is concurred in by the four judges of this court. We think the decision of the referee was correct in both instances. I shall first discuss the ruling of the referee in regard to the letter of attorney. A consideration of the war tax act of 1862 and amendments and of the war tax act of 1898, from which acts the language of the present law is derived, indicates that it was the intention of Congress to require stamps in general upon powers of attorney. The provisions of these acts in relation to stamps upon powers of attorney are as follows: Laws of 1862, chapter 119; 12 United States Statutes at Large, 432: Power of attorney for the sale or transfer of any stock, bonds, or scrip, or for the collection of any dividends or interest thereon.. $0.25 Power of attorney or proxy for voting at any election of officers of any incorporated company or society, except religious, charitable, or literary societies, or public cemeteries... 10 Power of attorney to receive or collect rent.. .25 Power of attorney to sell and convey real estate or to rent or lease the same, or to perform any and all other acts not hereinbefore specified... 1.00 The foregoing law was amended in 1864, as appears in 13 United States Statutes at Large, 223, as follows: Power of attorney for the sale or transfer of any stock, bonds, or scrip, or for the collection of any dividends or interest thereon... $0.25 Power of attorney or proxy for voting at any election of officers of any incor porated company or society, except religious, charitable, or literary societies, or public cemeteries.... .10 Power of attorney to receive or collect rent. .25 1.00 .50 Power of attorney to sell and convey real estate or to rent or lease the same... The act of 1862 was further amended as appears in 14 United States Statutes at Large, 471, by inserting the following provision: Provided further, That no stamp tax shall be required upon any papers necessary to be used for the collection from the Government of claims by soldiers, or their legal representatives, of the United States, for pensions, back pay, bounty, or for property lost in the service. The provisions of the act of 1898 contained in 30 United States Statutes at Large, 462, relating to the matter under consideration were as follows: Power of attorney or proxy for voting at any election for officers of any incorporated company or association, except religious, charitable, or literary societies, or public cemeteries, 10 cents. Power of attorney to sell and convey real estate or to rent or lease the same, to receive or collect rent, to sell or transfer any stock, bonds, scrip, or for the collection of any dividends or interest thereon, or to perform any and all other acts not hereinbefore specified, 25 cents: Provided, That no stamps shall be required upon any papers necessary to be used for the collection of claims from the United States for pensions, back pay, bounty, or for property lost in the military or naval service. The provisions of the present act are taken verbatim from the act of 1898. It will be noticed that the act of 1862 combined in the paragraph which taxed powers of attorney to "sell and convey real estate or to rent or lease the same "the additional clause "to perform any and all other acts not hereinbefore specified." These last words, "to perform any and all other acts not hereinbefore specified," are literally the same both in the act of 1862, the act of 1898, and the act of 1914. The amendment of 1864 to the act of 1862 reduced the amount of tax to be placed upon powers of attorney which were for general purposes not particularly specified in the act from the sum of $1, at which it had been before fixed, to the sum of 50 cents, and because the tax rate of 50 cents was different from that upon any of the other powers of attorney set forth in the schedule, it became natural, if not necessary, to embody these powers of attorney for general purposes in a separate paragraph. Consequently the amendment of 1864 resulted in eliminating the words "or to perform any and all other acts not hereinbefore specified" from the last of those classes of powers of attorney taxed under the act of 1862, and creating a new, or fifth, subdivision, reading as follows: "Power of attorney for any other purpose, 50 cents.' It is unlikely to suppose that the act as amended in 1864 did not tax everything not expressly exempted which could be fairly denominated a power of attorney, especially as it contained a clause exempting powers of attorney to collect pensions, a class of powers which were not embraced in any other portion of this act than the clause taxing powers of attorney at 50 cents "for any other purpose" than those detailed in the previous clauses. I can see no reason for believing that Congress did not have the same intention to tax all powers of attorney unless expressly exempted both in the act of 1862 and the acts of 1898 and 1914. The only reason, as I have said, for the separate paragraph found in the amendment of 1864 was not because Congress then intended to tax powers of attorney in general, whereas it did not intend to do this under the laws of 1862, 1898, and 1914, but because the rate of taxation of these unclassified powers and powers to sell real estate was not the same under the act of 1864, whereas it was the same under the acts of 1862, 1898, and 1914. In other words, I can not regard the consolidation of the clause "or to perform any and all other acts not hereinbefore specified" with other specific powers in the acts of 1862, 1898, and 1914, as showing any intention that the words "or to perform any and all other acts not hereinbefore specified" were intended to relate only to the specific powers enumerated in the prior clauses. Counsel for the creditor, who insists that the letter of attorney in the present estate should not be taxed, urges that when the act of 1862 was passed letters of attorney in bankruptcy proceedings could not be presumed to have been in the mind of Congress, because no bankruptcy law was then in force. That, of course, is so, but the clause was broad enough to cover all powers of attorney, and was, therefore, sufficient to cover any powers of attorney that might thereafter be executed. Counsel for the creditor further urges that the tax law should be construed strictly and "in favor of the exemption," as was said in the case of United States v. Isham (17 Wall., at page 504). This rule so far as it is in general applicable is but a rule of construction, which must, of course, yield where the intent of the statute is manifest. Counsel for the creditor further calls my attention to the case of Tolman v. Treat (106 Fed. 679). In that case Judge Lacombe held that under the act of 1898 the |