187 Iowa 507 | Iowa | 1919
The defendant is a. nonresident life insurance association. The plaintiff is one of its policy holders. He brought his action for damages for breach of the policy conditions. Service of the original notice was made upon. the commissioner of insurance for the state of Iowa, under the provisions of Section 1808, Code, 1897, and Section 1683-r3, Supplement, 1913.' The defendant is organized under the laws of California, and has its principal place of business in Los Angeles in such state. Its attack upon the jurisdiction of the court for want of notice is predicated upon the following grounds:
That no original notice was served upon it; that it has done no business in the state of Iowa since 1899; that it never filed with the auditor of state any written agreement that service of process upon it might be made upon the auditor of state, as provided in Section 1808; that the original notice herein was not served upon the auditor of state, but upon the commissioner of insurance; and that such a service would not bé obligatory upon the defendant even if it had filed a written agreement, as provided in Section 1808; that the plaintiff is a nonresident of the state; and that the provisions of Section 1808 were intended for the benefit and protection only of residents of the state.
I. One preliminary question calls for our first atten
“The special appearance of the defendant was submitted to the court upon a stipulation of facts which is herewith filed, and upon certain exhibits which were presented to the court and identified by the reporter, and upon the facts set forth in the affidavits attached to said special appearance, and upon the facts alleged in the petition.”
“Membership. All members of an association by the same name as this, organized under the laws of South Dakota, shall be members of this association. In addition thereto^ all Masons in good standing who are not over fifty years of age, and can pass the required medical examination, may, if accepted, become members of this association.”
■ In 1899, G. S. Stevenson, secretary, issued to the patrons of the association and filed with the auditor of state the following communication:
“A Eose by Any Other Name Would Smell as Sweet.”
“The Masonic Aid Association of Dakota has changed its name to Western Masons’ Mutual Life Association. You do not require your certificate of membership changed. The law provides that a corporation may change its name without in any manner affecting any contract. The Western Masons’ Mutual Life Association is the same thing that the Masonic Aid Association of Dakota was. The officers are the same. The members- are the same. The contracts the same. The change of name is part of the arrangements made to greatly expand the business of the association.”
In 1902, the same officer issued and filed the following communication:
“The headquarters of the Western Masons’ Mutual Life
“Members can pay their assessments here, on the theory that they are members of the Dakota corporation and paying at the branch office, or go on the theory that they are members of the California corporation and paying at the principal office. In any event, the officers, members, certificates, and contracts of all remain the same. California is entitled to the headquarters, because it furnishes more members than' any other state.
“All the records of the association are in Los Angeles. The interest-bearing assets are all in the safety deposit vaults of Los Angeles. They belong equally to all members.
“In addition to prominent California Masons, the following will remain the directors: W. G. Scott, Winnipeg, Man.; Hon. F. J. Thompson, Fargo, N. D.; W. H. Edmunds, Yankton, S. D.; Hon. D. H. Wheeler, Omaha, Nebr.; and Judge W. D. Wright, Denver, Colo.
“Hereafter direct all communications and send all remittances to Gilbert F. Stevenson, Secretary, 311 Laughlin Building, Los Angeles, California.
“Los Angeles, Cal., Sept. 1, 1902.”
Both the California and Dakota corporations continued a nominal existence under the name Western Masons’ Mutual Life Association until the year 1913, during which time the business of the first corporation was all done by the new corporation at Los Angeles, California. In 1913, each corporation changed its name to “Western Mutual Life Association.” Without pursuing further details, we are content to follow the lead of the secretary of both asso
(1)Was the written agreement filed by the Dakota corporation obligatory upon the California corporation, on the theory that it represented the same entity?
(2) Was such agreement,' filed by the Dakota corporation, obligatory upon the California corporation on the theory that it took over the business for the Dakota corporation and assumed all its obligations?
(3) If the California corporation did business in Iowa, and failed to comply with the requirements of Section 1808, can it set up its own wrongdoing in support of its plea to the jurisdiction?'
We pass the first two questions, and take up the third. The defendant did do business in Iowa. It urges that it never solicited new business since 1899, and that the only new business obtained by it in Iowa since that date was voluntary. But it appears, also, that it has done the business of the Dakota corporation, and has collected the premiums on the policies issued by such corporation, and presumably has paid the death losses. It was its undertaking in its organization to assume the position of insurer to the policy holders of the Dakota corporation, with all the rights and liabilities attaching thereto. A nonresident insurance company does not cease to do business in another state by withdrawing its agencies and ceasing to obtain new policies if, at the same time, its old policies continue in force, and premiums thereon are collected from the policy hold
Section 1808 is as follows:
“Every life insurance company and association organized under the laws of another state or country shall, before receiving a certificate to do business in this state or any renewal thereof, file in the office of the auditor of state an agreement in writing that thereafter service of notice or process of any kind may be made on the auditor of state, and when so made shall be as valid, binding and effective for all purposes as if served upon the company according to the laws of this or any other state, and waiving all claim or right of error by reason of such acknowledgment of service. Such notice or process, with a copy thereof, may be mailed to the auditor of state at Des Moines, Iowa, in a registered letter addressed to him by his official title, and he shall immediately upon its receipt acknowledge service thereon on behalf of the defendant foreign insurance company by writing thereon, giving the date thereof, and shall immediately return such notice or process in a registered letter to the clerk of the court in which the suit is pending, addressed to him by his official title, and shall also forthwith mail such copy, with a copy of his acknowledgment of service written thereon,, in a registered letter addressed to the person or corporation who shall be named or designated by such company, in such written instrument.” (By statute made applicable to. the commissioner of insurance.)
Compliance with the requirements of this section having been obligatory upon the defendant, every day for the last 20 years, it is obligatory upon it now. Because it was and
“It is within the power of the state to prescribe the method by which corporations doing business within it may be brought into court, and to designate the officer or agent, either of the corporation or of the state, upon whom proper process may be served. * * ' * We think that, when a foreign insurance company is shown to have transacted business in a state wherein, by statute, certain acts are required to be done by such company, before it has the right to transact business therein, a conclusive presumption arises that the company has complied with the requirements of the law in that respect. Under such circumstances, the company ought not ^ to be allowed to plead and show its own violation of law as a defense to an action brought upon the policy. To so permit would be inviting it to take advantage of its own wrongful act, perpetrate a fraud upon those who may deal with it in good faith, and in proper reliance upon the fact that the company .had conformed to the law which authorizes it to transact business.” See, also, Old Wayne Mut. Life Assn. v. McDonough, 204 U. S. 8.
By the Acts of the Thirty-fifth General Assembly, the insurance department was separated from the office of audi
“The commissioner of insurance shall be the head of the insurance department of Iowa * * *; and all powers *now vested in and all duties imposed upon the auditor of this state relating in any way to insurance matters, shall, from and after the taking effect of this act, be vested in and made incumbent upon the commissioner of insurance herein provided for.”
We deem it clear that the provisions of Section 1808 conferred “powers now vested in and. duties imposed upon the auditor of state.” Such powers and duties were by the later legislation transferred to the commissioner of insurance. They were so transferred, not by the consent of the persons affected, but by the power of the law. Section 1808 and the later legislation must be read together. Reading them together, they indicate clearly that the powers vested in and duties imposed upon the auditor of state by Section 1808 became vested in and incumbent upon the commissioner of insurance, under the amending provisions of Section 1683-r3. Since the enactment of the later statute, the call of Section 1808, as thereby necessarily amended, has been that the defendant should file with the commissioner of insurance its written agreement that service might be made upon such commissioner of insurance, as the head of the insurance department of the state. It matters not, therefore, whether we charge the defendant with the obligations of the written agreement filed by its predecessor, or whether we hold it to its own original and continuing duty to file in its own behalf a like agreement, first with the auditor of state, and later with the commissioner of insurance. In either case, it is presumed to have complied with all the law of this state relating to such matter.