Reporter's Statement of the Case making up its account, where it is shown that the plaintiff was not indebted to the United States at the time payment of the amounts was withheld by the Government. Informal agreement not a contract.—Where an understanding was reached, in September, 1917, between plaintiff's president and a properly constituted representative of the War Industries Board, relating to the price at which aluminum would be furnished on direct and indirect Government orders, subject to adjustments after subsequent investigations, it is held that this was not a contract between plaintiff and defendant nor did it fix the price at which aluminum was to be supplied by plaintiff to defendant and outside parties. Same. Such understanding did not contemplate or require any refund adjustment on account of indirect orders which were already in existence on the date of the understanding, September 24, 1917. Account stated.-An account stated not only contemplates an admission by the debtor that a liability does exist but also that the amount owing is as stated in the account, together with a promise, either expressed or implied, on the part of the party owing the money, for the payment of the amount stated. Sume. Where plaintiff joined in making a "joint audit” of items and amounts claimed by defendant to be due, this does not set up an account stated in the absence of an admission by plaintiff that the results of the audit were to constitute an admitted liability on its part. The Reporter's statement of the case: Mr. Alexander W. Gregg for the plaintiff. Mr. John W. Fisher and Smith, Buchanan, Scott & Gordon were on the brief. Mr. J. Robert Anderson, with whom was Mr. Assistant Attorney General Sam E. Whitaker, for the defendant. The court made special findings of fact as follows: 1. The Pittsburgh Reduction Company, the immediate predecessor of the plaintiff, was incorporated under the laws of the State of Pennsylvania September 18, 1888, and on January 1, 1907, the name of that company was changed to Aluminum Company of America, the plaintiff herein. The Aluminum Castings Company was a corporation organized and incorporated under the laws of the State of Ohio, June 1, 1909, at which time its authorized capital was $10,000, consisting of 100 shares of the par value of $100 each. Shortly afterwards the authorized capital of Aluminum Reporter's Statement of the Case Castings Company was increased to 4,000 shares of common stock and 4,000 shares of preferred stock. The principal office of the Aluminum Castings Company was in Cleveland, Ohio. During the years 1917 and 1918 the plaintiff owned 2,000 shares of the common stock of the Aluminum Castings Company. The preferred stock had been theretofore called for redemption. The Aluminum Castings Company went out of business on December 31, 1920, and its assets were acquired by Aluminum Manufactures, Inc., a corporation incorporated and organized under the laws of Delaware November 15, 1919, with an authorized capital stock consisting of 50,000 shares of preferred stock and 400,000 shares of common stock, of which plaintiff owned 200,000 shares on November 24, 1919, at about which time Aluminum Manufactures, Inc., acquired all the capital stock of the Aluminum Castings Company and became its sole stockholder. Three of the six directors of the Aluminum Castings Company were also officers and directors of plaintiff, among whom was the latter's president, Arthur V. Davis. At the time of the institution of this action plaintiff owned 99.525 per cent of the total number of preferred shares then outstanding of Aluminum Manufactures, Inc. On July 15, 1932, the date upon which plaintiff filed its first amended petition herein, plaintiff was the owner of 99.5679 per cent of the total number of preferred shares of Aluminum Manufactures, Inc., then outstanding. United States Aluminum Company was at all times herein mentioned a corporation incorporated and organized under the laws of Pennsylvania October 24, 1901, with an authorized capital stock of $25,000 which was subsequently increased in 1903 to $250,000, and later increased to $2,000,000, represented by 20,000 shares of the par value of $100 each. The United States Aluminum Company was originally organized by the Pittsburgh Reduction Company which acquired all the former's capital stock. The name of the Pittsburgh Reduction Company was subsequently changed to the Aluminum Company of America, plaintiff herein, as heretofore shown. July 1, 1922, Aluminum Manufactures, Inc., leased all the properties which it had acquired from Aluminum Castings Reporter's Statement of the Case Company to the plaintiff for a period of twenty-five years, beginning July 1, 1922. Paragraph (e) of said lease reads, in part, as follows: * the lessee may at any time assign this lease or underlet the said premises, or any parts thereof, to any corporation or corporations affiliated with or owned or controlled by the lessee; * Upon the execution of the lease the plaintiff assigned the same to the United States Aluminum Company, which accepted the assignment. The Aluminum Goods Manufacturing Company was at all times herein mentioned a corporation incorporated and organized under the laws of New Jersey March 3, 1909, with an authorized capital stock of $750,000, represented by 7,500 shares of the par value of $100 each. June 9, 1920, the capital stock was increased to $12,000,000, consisting of 80,000 shares of common stock and 40,000 shares of preferred stock, all of the par value of $100 each. On June 26, 1923, the common stock of Aluminum Goods Manufacturing Company was increased from $8,000,000 to $11,000,000, and the preferred stock reduced from $4,000,000 to $1,000,000. All the preferred stock was never issued and that issued was retired July 1, 1927. February 16, 1928, the authorized common stock of Aluminum Goods Manufacturing Company was increased from $11,000,000 to $12,000,000, which was converted December 13, 1928, into 1,200,000 shares of no par value. On various dates between April 1909 and March 1911 plaintiff acquired in the aggregate 2,337 shares of common stock of Aluminum Goods Manufacturing Company, and this ownership did not change until August 3, 1920, when plaintiff received an 800-percent dividend payable in common stock and 50 per cent payable in preferred stock of Aluminum Goods Manufacturing Company. The Acme Die-Casting Corporation was incorporated and organized under the laws of New York in December 1914 and was dissolved March 4, 1922, whereupon its directors, as trustees, on April 1, 1922, transferred, assigned, and set over to Aluminum Die-Casting Corporation, a corporation organized and incorporated under the laws of New Jersey February 9, 1922, all the assets theretofore belonging to Acme Die-Casting Corporation. On or about January 28, Reporter's Statement of the Case 1928, Aluminum Die-Casting Corporation was dissolved, whereupon its directors, in accordance with the laws of New Jersey, as trustees, on February 28, 1928, assigned, transferred, and delivered all property of Aluminum Die-Casting Corporation, including contracts, contract prices, choses in action, bills receivable and accounts receivable, to United States Aluminum Company, hereinbefore mentioned. 2. At all times herein mentioned plaintiff was the only producer of virgin aluminum in the United States. The manufacture of aluminum into ingots and fabricated materials was carried on by plaintiff and its subsidiary and related companies, the authorized stock in which was either fully or partially owned by plaintiff. Concerns in which plaintiff had no interest were likewise engaged in the fabrication of aluminum, but their source of supply of virgin aluminum in the United States was plaintiff. PRINCIPAL CLAIM 3. On various dates in 1923, 1924, 1925, 1926, 1927, and 1928, from and after April 13, 1923, and up to and including July 11, 1928, plaintiff sold and delivered to defendant pursuant to numerous contracts with and different orders given by, the defendant, aluminum materials and products, which were from time to time delivered as requested by defendant and which were thereupon invoiced by plaintiff at the various prices therein stated, amounting in the aggregate to $645,326.35. All the items making up the foregoing aggregate amount have been approved by the bureau, office, or agency of defendant concerned and have been allowed by the Comptroller General as the correct amount chargeable in favor of plaintiff against defendant on account of the materials and products so sold and delivered. 4. In the construction by plaintiff for defendant of Fleet Airship No. 1, pursuant to a contract between plaintiff and defendant for such construction, plaintiff incurred extra costs and expenses under the authority and approval of defendant's representatives, for which defendant, through its representatives, has allowed and agreed to pay the amount of $37,262.38. After approval of this amount by the department concerned, the Comptroller General, on May 12, 1924, issued his decision with respect thereto, as follows: Reporter's Statement of the Case Accordingly there is certified due claimant the sum of $37,262.38, which is to be in full satisfaction of any and all claims under the original and four supplemental contracts. Payment of the amount allowed will be withheld pending the determination of certain claims of the United States against claimant company for $1,540,473.57 under other contracts. The Comptroller General's "Certificate of Settlement" covering this item was issued August 28, 1928.** 5. Included among the items making up the total of $645,326.35, referred to in finding 3, were five items which were invoiced by plaintiff to defendant, as follows: The items set out above were not included in the original petition filed by plaintiff December 21, 1928, but were included in the amended petition filed July 15, 1932. 6. By reason of the facts set forth in findings 3 and 4 defendant became indebted to plaintiff in the sum of $682,588.73. Instead of making payment of that amount to plaintiff the defendant has withheld such sum on account of an alleged indebtedness due the United States by plaintiff of $1,540,473.57, which is based on the facts set out below under the heading "Counterclaim," beginning at finding 8. 7. Among the contentions advanced by plaintiff with respect to the recovery of the amounts set out in findings 3 and 4 ($682,588.73), is one to the effect that in addition to the recovery of the principal sum it is also entitled to interest thereon from the dates the amounts were withheld by the defendant. In order to facilitate the presentation of this issue to the court and avoid the necessity of presenting detailed information on all the numerous items included in the accounts making up the total, a stipulation, entitled "Stipulation No. 4," was filed by the parties, which gives full information with respect to 25 items selected by the parties as typical of all the items included in the accounts. It was further stipulated that in the event the court should find |