Clark v. Equitable Life Assurance Society

76 Miss. 22 | Miss. | 1898

Woods, C. J.,

delivered the opinion of the court.

We have been unable to ascertain upon what ground or grounds the learned court below based its decree dismissing the bill of complaint filed by appellant, and we shall, therefore, briefly notice a few of those stated by counsel for appellee, as being sufficient to uphold that decree.

1. The fact that appellant received from appellee the sum of ten thousand dollars, called for by the policjq upon the life of her late husband, and receipted and surrendered the policy, is thought by counsel for appellee to be a complete answer to her present claim, on the idea that one who accepts part of a debt in payment of the whole is bound thereby. But appellant avers that she receipted and surrendered the policy, relying solely upon the statements and representations of the appellee touching her rights under the policy, which she has since learned were untrue in fact and in law. She did not consciously, and by any 'agreement made by her, accept a smaller sum in payment of a larger one due her by her debtor, and this contention is without merit.

2. The decree of the court below may have gone upon the notion that a court of equity was without jurisdiction of the matters set out in the bill of complaint. This bill was for a cancellation of the surrender of the policy, if such cancellation should be thought necessary to an assertion of the claims propounded by appellant’s bill. It was also a bill for an accounting—a settlement, under the direction of the court, of accounts running through more than twenty years. It was, moreover, a bill for discovery.

The -accounting is sought because, as is averred, the appellee, in making and refusing to make apportionment of profits, under the terms of the policy upon the life of appellant’s late husband, disregarded appellant’s rights to participation in profits, in the several methods adopted by appellee in making apportionment of profits, and proceeded along erroneous lines in working out its conclusion that appellant was entitled to no participation in profits. The discovery is sought for the i-eason that while appellant knows that there were profits to be apportioned, she yet does not possess the necessary information and the exact data requisite to an ascertainment of the sum to which she is entitled under participation in profits, but that all necessary information is in the possession of appellee.

The appellant’s contention, or one, and the chief one, is, that she was entitled to participation in the profits of the business of appellee, in such proportion as the mortality experienced in the “southern class” bore to the mortality of others insured by appellee, but not in the “ southern class;” whereas, the appellee, in declaring appellant not entitled to any participation in profits, had acted upon the mistaken assumption of apportioning to the policy on the life of appellant’s husband such proportion only of its profit's or earnings as had accrued from policies in the “ southern class ” alone. The bill is not one, therefore, to compel the directors of the assurance society to declare a dividend in favor of appellant. She is not a stockholder asking the court to control the discretion of directors of the assurance company, nor does she seek the aid of our courts to exercise any supervisory or visitorial power over the internal management of the business of a foreign corporation. She is a creditor, pure and simple, seeking to enforce performance by the appellee of a written contract, and to that end she asks an accounting and discovery. She says, in effect, “My written contract with the appellee stipulates for my participation in the profits of the business generally of appellee, in such proportion as the mortality experienced in the ‘ southern class ’ of its policy holders bears to the mortality of other policy holders not in the ‘ southern class.’ But the appellee has practically^denied me any participation, upon the erroneous and inequitable assumption that I am to participate only in profits from 4 southern class ’ business, and in that business appellee declares there are no profits. I ask the court to aid me in the assertion and maintenance of my contract rights, by compelling the insurance company to proceed now and adopt the equitable and proper basis of making the apportionment of profits to which 1 am entitled under my contract, and this can be done by a simple mathematical calculation. I do not, however, possess the information to the making of this calculation, 'and I therefore pray a discovery from my debtor, and an accounting on a proper basis under the direction of the court.” She is clearly entitled to a relief in equity if not barred otherwise.

The fact that the appellee is a foreign corporation, domiciled in another state, and with its offices and books and assets in another state, no way effects the jurisdiction of our courts. The consideration of the facts just noted .brings us up to the next question to be considered by us.

3. We do not understand that counsel for appellee assert that, on the case made by the bill of complaint filed by appellant, our courts of chancery are without jurisdiction, but, as we understand counsel, the proposition is that by reason of the facts adverted to a moment ago by us, viz., that the appellee is a foreign corporation, domiciled in New York, and that its offices and books of account and its assets are all beyond the boundaries of our own state, our courts will, in the exercise of judicial discretion, decline to entertain jurisdiction when it thus is made to appear that the court may, in the progress of the cause, find itself unable to grant administrative relief, if the appellee shall decline to make discovery, or otherwise refuse obedience to the orders or decrees of the court. It is suggested that it does not comport with judicial dignity to assume jurisdiction of a case where it is apparent that the court may be balked in its efforts to administer the law by a recalcitrant litigant. It would seem better to comport with judicial dignity for the court to proceed upon the supposition that obedience will be pronaptly yielded to its orders and decrees by every litigant before it, and to endeavor to find some legal method of enforcing obedience to its commands, if they shall be sought to be defied or evaded. It will be time enough for the court to abdicate its powers when it finds itself powerless to enforce its authority. Happily, in the case before us, the appellee has manifested a spirit of perfect obedience to the court’s authority. It has fully answered the bill, and its chief officers have furnished a vast mass of evidence in voluminous depositions.

The action of the court in dismissing complainant’s bill was erroneous, viewed in any of the aspects in which we have regarded it. The action of the learned court in overruling the motion to suppi-ess all the depositions of the company’s chief officers was inopportune. Inasmuch as the chancellor had decided to dismiss, and did dismiss, complainant’s bill, it was useless as well as untimely to overrule the motion to suppress appellee’s depositions. We express no opinion as to the sufficiency or insufficiency of the grounds of the motion to suppress the depositions, and we reverse this action of the court, simply that the court below may now, in an orderly way, dispose of the motion after the case shall have been remanded.

Reversed and Remanded.