Dietrich v. Madison Relief Ass'n

Obion, J. We can perceive no material error in the findings of the circuit court in this case. We think the governing principle of the case, and which subordinates all other [83] questions, is, that the Madison ReTÁef Association, tbe appellant, had no corporate power or lawful right to make "application of moneys loaned to or paid for F. E. Dietrich, the insured, by the company, in payment or diversion of any part of the insurance moneys secured by his life policy from the company to be paid upon his death to his wife, Mary Helen Dietrich, and to his children, in case of her death, as the sole beneficiaries of the policy. All of the securities and claims which are here sought to be made a lien upon such moneys, and all assignments or other agreements between the said F. El Dietrich and the company for such purpose, are void, as being in violation of the charter of the companjr, and in contravention of the sole objects and benevolent pw’pose for which it was organized. The objects of this company, while yet a voluntary association, are expressed in the preface to its constitution, adopted in December, 1868, as follows: “The design of this association is to pay to the heirs of a member, thirty days after his death, double so many dollars as there are members of the association,” etc. Section 2 of the charter of the company, ch. 315, P. & L. Laws of 1869, under which it has since acted and done its business, provides as follows: “The business of said association shall be, to afford relief to the widows and children of its deceased members, and to such business it shall be limited and restricted.” In the application for this policy, to the question, “ In case of your death, to whom shall the moneys be paid?,” F. E. Dietrich, the insured, answered: “To my wife, Mary Helen Dietrich/and, in case she be dead, to my children.” "When, afterwards, F. E. Dietrich became greatly embarrassed in his financial circumstances, and indebted" to the company for money loaned, and was induced to assign the moneys of the policy to the company to secure it, by agreement between himself and the company, this answer is changed upon the application, so as to read, “ as per assignment attached, and balance, if any, to my wife Mary Helen Dietrich, and, in case she be dead, to my children.” [84] We must hold that the action of the company in these respects was without lawful authority and in violation of its charter, which “ limits and restricts ” its business to insurance of lives for the sole benefit of certain and special classes of beneficiaries. “It is a well settled principle of corporations, that they have no other powers than such as are specifically granted, or such as are necessary for the purpose of carrying into effect the powers expressly granted.” Angelí & Ames on Corp., § 111. This conduct is not only unwarranted by the charter, but subversive of the sole objects of this corporation. “ A corporation cannot engage in a separate, distinct business, not authorized by its charter, not even as a means of raising funds to accomplish things authorized.” Clark v. Farrington, 11 Wis., 307. Whether F. E. Dietrich could have lawfully diverted to any private purpose of his own, or pledged or assigned to other creditors than the company, the moneys of his life insurance so specifically and solely devoted by the contract and the law to the benefit of his widow and children, it is not necessary here to decide; but most clearly the company itself had no lawful authority to induce, or receive the benefit of, such a diversion or assignment. NyaN, O. J. I feel compelled to withhold my assent to the judgment in this case, on the ground on which it is put in the opinion of the court. There is another grave question in the case, not free from difficulty; the right of the husband to control insurance effected by himself for the benefit of his wife and children. As the court has not considered that question, I shall not venture upon any discussion of it; but shall confine myself to a brief statement of the reasons why I cannot concur in the ground upon which the judgment is rested. The charter of the corporation (section 4) authorizes it to make by-laws for the convenient transaction of its business. The charter also (section 6) authorizes the corporation to accumulate a fund by fees upon initiation of members and by dues [85] and assessments, as provided by its by-laws. And one of the by-laws provides for an initiation fee and .a yearly due, in addition to the assessment accruing upon the death of each member, to pay his insurance. Such a fund was almost or quite essential to the business of the corporation, and the charter clearly authorizes such a fund to be indefinitely raised. Can it be the true construction of the charter that this fund should remain idle and unproductive in the hands of the corporation % I think not. Of course, the citation in the opinion from Angelí and Ames, that corporations take only such franchises as are granted to them, has long been a legal truism. But it is none the less true, as recognized in the. passage quoted, that corporations also take incidental powers necessary to the execution of their express powers. This has also become a legal truism. And I take it that if a corporation, authorized to accumulate a fund, and not expressly authorized to use an actual surplus of it, should be held to be without power to use such surplus, the rule would tend to lock up idle capital, and would be against reason and public policy. Such a rule might prohibit a corporation from depositing its funds in a bank; certainly would prohibit it from depositing in bank at interest. I think the true rule well stated in Brice’s excellent work on Ultra Vires, 68: “A corporation may employ the corporate property, when it would otherwise be lying idle and profitless, for such purposes as are not alien to its primary business. Were it not for this principle, a corporation would be unable to utilize .its waste lands, or to invest its unemployed capital, or even to place it at deposit account.” It is true that this corporation is organized for very beneficent purposes, as stated in its charter and by-laws, and dwelt upon in the opinion of the court. But making the best use of its surplus money, by loaning or investing it, is not only not alien to its primary object, but clearly goes in aid of it. The more profitable use it may make of its surplus funds, the better able it would be to meet its obligations to the widow's and orphans or other beneficiaries of its deceased members. [86] The limitation in tbe charter, quoted in the opinion of the court, appears to me to have no bearing on the question. The limitation is surplusage in the charter, as the general rule of law applicable to all corporations would of itself work the limitation. Such a general limitation, whether under special words in the charter or by general rule of law, has no tendency to defeat the incidental powers of the corporation. And indeed the incidental power in question, of putting its funds to use, appears to be recognized in section 4 of the charter of this corporation. Having power to make loans of its funds, the corporation has, of course, power to take securities for their payment. And, if' the insurance of the husband for the benefit of his wife and children -were subject to his control, the corporation'could lend its money to him or for his benefit, and take security on the contract of insurance. Whether the husband had such control, appears to me to be the controlling question in the case. By the Court.- — -The judgment of the circuit court.is affirmed, with costs.