People ex rel. Ocean Accident & Guarantee Corp. v. VanCleave

Mr. Justice Magruder delivered the opinion of the court: It is conceded, that the petitioner has the right to transact in Illinois the business of credit insurance, burglary insurance, glass insurance and boiler and elevator insurance as specified in the third, fourth, fifth and sixth subdivisions of section 1 of the act of April 21, 1899, as set forth in the statement preceding this opinion. The object, sought by the application for the present writ of mandamus, is to compel the defendant to issue a license to the petitioner to transact the business of insurance ag'ainst bodily accident and employer’s liability, as specified in subdivisions 1 and 2 aforesaid, in addition to the four lines of insurance business, which it is already licensed to transact. The defendant, as State Insurance Superintendent, holds that, under the sixth paragraph of section 2 of said act, neither credit indemnity, as described in subdivision 3, nor anj'- of the other branches of business, subsequently enumerated in subdivisions 4, 5, 6 and 7, can be combined with the business of accident insurance.and employer’s liability insurance as specified in subdivisions 1 and 2 of section 1. The question for determination is, whether a foreign corporation, which has been licensed to do business in this State under said subdivisions 3, 4, 5 and 6 of section 1 of the act, can join thereto and combine therewith the kinds of business mentioned in subdivisions 1 and 2 of said section 1. In other words, there is here presented for construction the meaning of the following words in subdivision 6 of section 2 of the act, to-wit: “Which may include such kinds of business as are specified under subdivisions 1 and 2 of section 1 hereof, or under subdivisions 3, 4, 5, 6 and 7 of section 1 hereof.” The defendant holds, that the first and second subdivisions of section 1 constitute one group, and the remaining subdivisions ■ constitute another group; and that no company can be organized in this State to transact the kinds of business embraced in more than one of said groups; that is to say, that a company, organized to do the business of the subdivisions or any one of them named in group 1, cannot transact any of the business named in the subdivisions of group 2, and vice versa; and the department further holds, that the same rule is applicable to foreign companies, not excepted by the act itself. The contention of the defendant, as above set forth, is based upon the fact, that the word, “or,” is used in that portion of subdivision 6 of section 2, which is above quoted. Section 2 requires the making, signing, acknowledging and filing in the office of the insurance superintendent a declaration of intention to form a company under the provisions of the act, and requites that such declaration shall contain a copy of the charter proposed to be adopted, and then proceeds to specify what said charter shall state. The sixth statement, required to be made by the charter, is that the corporators “associate for the purpose of transacting the business of casualty insurance, stating the nature and kind thereof, which may include such kinds of business as are specified under subdivisions 1 and 2 of section 1 hereof, or under subdivisions 3, 4, 5, 6 and 7 of section 1 hereof.” The language of subdivision 6 of section 2, as thus quoted, is not positive or restrictive in its terms, but is simply permissive. There is therein no positive prohibition against companies engaging in all the different kinds of business specified in section 1. Certainly, no considerations of public policy or business judgment suggest such a classification as is here contended for. It is not apparent why a corporation, authorized to write credit or burglary insurance should be permitted to write insurance on glass or boilers, and against accident from explosions, and yet be prohibited from writing insurance against bodily accident, or employer’s liability. It is not apparent why a company, doing a boiler or elevator insurance, can combine insurance on plate glass, credits and burglary, while a company, doing personal injury and employer’s liability business, can combine with its business none of the above suggested lines. In view of these considerations, and of the language used in the enacting clause of section 1 of the act, and in other parts of the act, it is clear that the word “or” in subdivision 6 of section 2 must be construed to mean “and.” Sutherland, in his work on Statutory Construction, (sec. 252,) says: “The popular use of ‘or’ and ‘and’ is so loose and so frequently inaccurate that it has infected statutory enactments. While they are not treated as interchangeable, and should be followed when their accurate reading does not render the sense dubious, their strict meaning is more readily departed from than that of other words, and one read in place of the other in deference to the meaning of the context.” “In order to effectuate the intention of the testator or legislature, the word ‘and’ is sometimes considered to mean ‘or,’ and vice versa.” (2 Am. & Eng. Ency. of Law, —2d ed.—p. 333). In Boyles v. McMurphy, 55 Ill. 236, this court had under consideration the meaning of the word, “or,” as used in the dower statute of the State which was then in force; and it was there held, that the eleventh section of that statute, which declared the effect of the renunciation of the will to be, that “such widow shall thereupon be entitled to dower in the lands or share in the personal estate of the husband,” was not to be construed as confining the widow to a right to dower in the lands or her share in the personalty, the one or the other, the tenth section having provided that she may elect “to take her dower in the lands and her share in the personal estate of her husband.” In Boyles v. McMurphy, supra, we said (p. 239): “Without stopping to define the precise significance of the disjunctive conjunction, ‘or,’ as used in this provision of the statute, we are well satisfied, that a true construction does not give to it the alternative senfee contended for by plaintiffs’ counsel, of an option to the widow to take only the oné or the other, dower, or share in the personal estate, but that she may not take both together. We think she is entitled to both, in this case, and that the court below rightfully adjudged to her dower.” (See also Blemer v. People, 76 Ill. 265; Newland v. Marsh, 19 id. 376). The first or enacting clause of section 1 provides, “that any number of persons not less than thirteen, may, in the manner hereinafter prescribed, form a corporation for the purpose of issuing policies for any of the following kinds of insurance business.” Then follow descriptions of the six kinds of insurance business, to transact which license is demanded by the petitioner. The persons specified, not less than thirteen in number, are authorized, not to form corporations for the purpose of issuing policies for “any of the following kinds of insurance business,” that is to say, to form a separate corporation for the purpose of issuing policies for each of such kinds of insurance business; but such persons are authorized to form a corporation for the purpose of issuing- policies for “any of the following kinds of insurance business.” “Any,” as here used, means “all” or “every.” In People v. Fidelity and Casualty Co. 153 Ill. 25, we said: “The expression ‘any kind of insurance’ will apply to all kinds of insurance.” Bouvier, in his Law Dictionary, says that the word “any” is given the full force of “every” or “all.” (Logan v. Small, 43 Mo. 254; McMurray v. Brown, 91 U. S. 257; Davidson v. Dallas, 8 Cal. 227; Overseers of Manchester v. Guardians of St. Pancras, 4 Q. B. Div. 409; County of Chicot v. Lewis, 103 U. S. 164). “The word ‘any’ is frequently used in the sense of ‘all’ or ‘every,’ and when thus used has a véry comprehensive meaning.” (2 Am. & Eng. Ency. of Law,— 2d ed.—p. 414). The enacting clause of section 1 of the act authorizes the formation of a corporation for the purpose of issuing policies for every or all of the kinds of insurance business mentioned in section 1. According to the construction given to the act by the defendant, the word “any,” as used in section 1, cannot mean “either,” because it is admitted that license may issue to one company to do the two kinds of insurance business mentioned in subdivisions 1 and 2, or to do the four kinds of insurance business mentioned in subdivisions 3, 4, 5 and 6. This construction negatives the giving of any other meaning to the word “any” than that it refers to more than one. If the corporation may issue policies for “any” of the kinds of insurance business named in the section, then it may as well issue such policies for all of such kinds of business as for any number of the same greater than one. The language, used in the subdivision or paragraph 6 of section 2, must be construed in connection with the language of the first or enacting clause of section 1, and, when so construed, the word “or” can have no other meaning than the word “and.” Section 6 provides, “that no policy shall embrace more kinds of insurance than are specified in one of the subdivisions named in section 1 of this act.” This prohibition is ag'ainst the issuance of a policy by the company, which shall embrace more than one kind of insurance, but does not necessarily contain any limitation of the right of the company to issue policies for all the kinds of insurance named. On the contrary, the restriction of each policy to one kind of insurance, as named, implies and involves the right to issue a number of policies, provided only that each shall be for a different kind of insurance. Again, section 3 provides, that “no such corporation for any of the purposes specified in this act shall do business with a capital stock of less than §100,000.00, fully paid in in cash, with an additional $50,000.00 fully paid in cash for every kind of insurance, more than one, which it is authorized to do.” This language implies the authority of the company to do more than one kind of insurance business, provided 'it pays in in cash an additional $50,060.00 for each kind. The language thus quoted from section 3 contains no limitation as to the number of kinds of insurance business which may be transacted. Authority is evidently given to do all of the kinds of insurance business named in section 1, provided only an additional $50,000.00 of capital stock is paid in in cash for each kind of insurance business so transacted. The language, contained in paragraph 4 of section 7 in regard to foreign insurance companies, which refers to such corporations as are at the date of the passage of the act admitted to transact in this State more than four of the kinds of business named in said subdivisions of section 1, contains no implication that such corporations are forbidden to transact more than four kinds of business, but merely requires that, where they did transact more than four kinds of insurance business before the passage of the act, they shall only be required to continue their business on a capital of not less than $200,000.00. By the terms of section 3, requiring an additional $50,000.00 to be fully paid in cash for every kind of insurance business more than one which is authorized to be done, the capital required migiit be larg'ely in excess of $200,000.00. Section 4 was merely designed to relieve such foreign companies from increasing the capital to more than $200,000.00 in the cases therein specified. Our construction of the act is, that domestic companies, or companies organized under the act of April 21,. 1899, are authorized to transact all of the kinds of insurance business mentioned in section 1. If this is true in regard to domestic companies, it must be true also in regard to foreign companies, because, under the repeated decisions of this court, foreign corporations are placed upon an equal footing with, domestic corporations. The general statute, which requires that foreign corporations shall have no other or greater powers than domestic corporations, contains a direct implication that such foreign corporations shall have equal powers with domestic corporations of like character. The purpose of our statute is to produce uniformity in the powers, liabilities, duties and restrictions of foreign and domestic corporations of like character, and to bring them all under the influence of the same law. (Stevens v. Pratt, 101 Ill. 206; Santa Clara Female Academy v. Sullivan, 116 id. 375; Barnes v. Suddard, 117 id. 237; Granite State Provident Ass. v. Lloyd, 145 id. 620; Pennsylvania Co. for Insurance on Lives v. Bauerle, 143 id. 459). For the reasons above stated, an order will be entered directing the issuance of the writ of mandamus as prayed for in the petition herein filed. ordered. Boggs, C. J., and Carter, J., dissenting.