14 App. D.C. 154 | D.C. Cir. | 1899
delivered the opinion of the Court:
As we have seen, it is alleged in the bill that the defendant is a New York corporation, incorporated under the laws of that State, and that it is a mutual life insurance corporation, doing business on the co-operative or assessment
It is alleged in the bill that the contract of insurance between the plaintiff and the defendant association is made up of the application for insurance, the certificate issued to the plaintiff upon such application, the printed rules and
The contract of insurance here involved is of a mutual character, as its title imports, and the plaintiff became a member of the association by obtaining the certificate of membership, and as such member we may suppose that he was entitled to certain rights in the administration of the affairs of the corporation. To determine what those rights were or are, the constitution or articles of association and the by-laws should have been exhibited as part of the bill, for they are required to be consulted and construed in determining the nature of the contract, and the rights and duties of the parties thereto. And though such constitution and by-laws may not be referred to in the certificate of membership, yet they are binding upon the members of the association, and constitute a part of the contract of membership.
By becoming a member of a mutual association, such as the defendant in this case, one is conclusively presumed to know its constitution and by-laws, and if he fails to acquaint himself with them, he can not escape their force and operation by setting up his want of actual knowledge of them, nor by showing that they were not referred to in the certificate held by him. This principle is established by many well considered cases, a few of which it will be sufficient to refer to in this connection. Hass v. Mutual Reserve Assn., 118 Cal. 69; Barbot v. Mut. R. Fund Life Assn., 28 S. E. Rep. (Ga.), 498; Supreme Commandery v. Ainsworth, 71 Ala. 436, 443; Suttz v. Mut. Reserve Fund Life Assn., 145 N. Y. 563, 568.
The rights and liabilities of parties in a mutual co-operative insurance company are essentially different from the
And in Niblack on Beneficial Societies, at section 136, the same principle is stated, with the authorities for its support. The author says: “An ordinary life insurance policy contains the whole contract of insurance; but the certificate of membership in a mutual benefit society is only a part of the written evidence of the contract. . . . The charter, constitution, and by-laws of such societies are made to contain the whole plan of insurance, designating who shall be
With these well settled principles in view, it would clearly not be safe or proper to proceed upon the assumption that j the certificate of membership exhibited with the bill contains! the entire and exclusive evidence of the contract, in the’ absence of the constitution or articles of association and the by-laws of the corporation. The certificate of membership having been issued and accepted subject to the provisions' and conditions of those articles and by-laws of the association, the certificate must be construed in reference and in subordination to such articles and by-laws; and it may be that some of the articles or by-laws may have a very material bearing in the construction of the certificate,. and hence they should have been made a part of the case as stated by the bill.
But apart from this defect in the bill, in considering the case on demurrer, there is a broader and more insuperable objection to the bill than that just referred to, and that is the want of power and jurisdiction in the court to extend its remedial processes to restrain and control the internal affairs and administration of corporate duties and functions of the defendant, a foreign corporation. It was upon this ground that the court below acted in sustaining the demurrer and dismissing the bill.
The principal ground of complaint appears to be the alleged or supposed illegal enhancement of the rate of assessments levied and collected, and attempted to be collected, of the plaintiff, over and above the rate specified in the table of rates endorsed on the certificate of membership. This increased rate of assessment would appear to be the result of a change of policy on the part of the defendant association, founded upon a supposition that it was inequitable and unjust that the assessment should be based upon the age of
In this case, it is proper to observe the prayer of the bill. The prayer is, that'an injunction may issue to restrain the defendant and its agents from collecting any sum upon call No. 97, dated April 1st, 1898, and upon all subsequent calls in excess of the rate in force at the date of the certificate of membership issued to the plaintiff, and from in any manner declaring lapsed and void the policy or certificate held by the plaintiff, and commanding the defendant to retain the plaintiff as a member and policyholder in good standing during the pendency of this suit, with the same force and effect as if he had paid all said calls or assessments.
Now, in the first place, all assessments and dues, required
Tbe next prayer is, that the defendant be required to discover to the plaintiff its books and accounts, showing losses, mortality, expenses, and particularly the salaries of each individual officer of the association, assessments and matters and things incident thereto, since the plaintiff became a member of the association, etc., whereby correct and true assessments and amounts which should have been at all times levied upon the plaintiff and the other members of the association may be ascertained, and that an accounting be had between the plaintiff and defendant.
It is hardly necessary to say that a court of equity in this District has no such power or jurisdiction over the affairs ! of a foreign corporation as to require such discovery and accounting as prayed for by this bill. Upon such a theory as is here propounded, no corporation could ever venture to
Then, again, it is prayed that the true and proper amount of assessments to be made be determined, and that it also be determined what amount the plaintiff has already paid in 'excess of the rate of assessment that should have been levied upon him, and that the defendant be compelled to refund the same, and that there be directed and required to be made a proper application of the reserve fund in accordance with the requirements of the certificate of membership.
This prayer, like the preceding, requires a complete overhauling and scrutiny of the entire administration of the internal affairs of the corporation, from the time that the plaintiff became a member down to the present time; and nothing short of a full and complete account would enable the court to decree in accordance with the prayer.
It is thus apparent, from the statement of the facts alleged in the bill, and from the several prayers based thereon, that the relief sought, if it could be granted, would require the control, direction and revision of the internal affairs of the corporation, by a court of equity of this District. This we think, upon the clearest authority, can not be done. The,, law would seem to be too well settled to admit of a question,
For the reasons we have stated, we shall affirm the decree of the court below, but without prejudice to the right of the appellant to sue and maintain his action in any proper court having jurisdiction of the subject matter; and it is so ordered
Decree affirmed.