28 Conn. 51 | Conn. | 1859
The first question made in this case respects the power of the plaintiffs to make the contract out of which the note of the defendant, on which the plaintiffs claim to recover, arose. The plaintiffs first claim to have derived such power from the express terms of their charter; and rely on the provisions of the 8th, 18th and 17th sections, which provide that the plaintiffs’ company, for the better security of its dealers, may receive, during the first two years, after the passage of their charter, notes or other securities, for. premiums in advance of persons intending to receive its policies, and may negotiate the same for the purpose only of paying claims against it in the course of its dealings, upon such terms and conditions as may be provided for by the by-laws of said corporation, and that persons giving such notes or securities may be allowed therefor a sum not exceeding six per cent., in addition to any other profits they may be entitled to as members of the company ; and prescribes how and to what extent the trustees of the company shall assess the makers of such notes or obligations upon them, when the funds of said corporation on hand should be insufficient to pay the claims on the company for losses on policies.
On the facts stated in this case, and especially from the tenor of the votes and proceedings of the plaintiffs, in pursuance of which the agreement was entered into between the company on the one part, and the defendant and those united with him for the purpose of furnishing the guarantee fund on the other, of which' the note now in question was to be a part, and the nature of the arrangement and the subsequent conduct of the parties under it, there is no doubt that the parties supposed that it was strictly sanctioned by and conformable to the 8th section of the charter. But notwithstanding- this, it is at least very question
The notes of the defendant and others, given under the arrangement of April 19, 1847, were to create a special “guaranty fund ” in addition to the ordinary funds of the company received in the coui’se of its business, and as an inducement to persons to take out policies from the company, *and a [ *63 ] security to them for the amount which might become due on those policies in case the ox’dinary funds of the company should prove insufficient for that purpose—a fund which it was deemed indispensable to cx'eatein order to inspire sufficient confidence in those who desired to receive policies from the company, and none of which policies were, by the terms of the resolution under which the fund was created, to be issued until that special fund should be created. And it appears that, after the passing of the original resolution px’oviding for the creation of that fund,
But, without determining whgjher the charter of the plaintiffs expressly authorized the contract on which the note in question was given, we have no doubt that, without resorting to that source, the arrangement on which it was executed, and consequently the note itself, was valid as the exercise of a power which. was implied, and therefore incidental to tlie powers expressly conferred by the charter. While a corporation has [ *64 j *no powers except those which are conferred by its charter, it is not requisite that those powers should be expressly granted, but it possesses impliedly and incidentally all such powers as are necessary for the purpose of carrying into effect those which are expressly granted. The creation of a corporation for a specified purpose implies a power to use the means necessary to effect that purpose ; and in respect to contracts, a corporation has power to make all such as are necessary in the course of the business which it is authorized to carry on, and which are not forbidden expressly or impliedly by its charter, as means to enable it to accomplish the object for which it was created. Ang. & A., on Corp., §§ ill, 256, et seq. We are clearly of the opinion that a just application of these familiar principles fully warranted the arrangement between the plaintiffs and the defendant and others, in pursuance of which the note now in question was given. The plaintiffs were incorporated, as a Mutual Life Insurance Company, with the usual powers incident to that business. No capital stock was required or expected to be originally created, as a basis upon which such
It is next objected that the note in question is wffthout consideration. The first ground on which this objection is urged, that the agreement on which it was given is unauthorized by the chartér, has been already answered. ' The other, that the note was gratuitous on the part of the defendant is equally untenable. This note, with those of other persons, was given in pursuance of and to carry out the agreement of the 19th of April, 1847. If therefore that was an obligatory agreement the notes were equally so. A consideration which would attach to the one, in the absence of the stipulation that the notes should be given as a security for’ its performance, would plainly attach to the notes if such a stipulation were inserted. Looking then to that agreement, and viewing it according to the most simple, familar and narrow principles which apply to the subject, the promise by the plaintiffs to pay the defendant the compensation agreed on for the furnishing a proportion of the guaranty fund which it was the object to create,: clearly consituted a sufficient consideration for the promise of the defendant.- No reasoning is necessary to show that -such latter promise is not gratuitous. A violation of it would therefore be actionable. It is unnecessary on this point to inquire what would- be the amount which the plaintiffs would recover in an action on an ■ unfulfilled promise,'made in consideration of a compensation paid to the promissor, to pay the former a certain sum-of-money, in which
The claim of the defendant that the note in question is barred by the statute of limitations is not well founded. By its terms, an action on it could not be sustained until an assessment had been made upon it, according to the provisions of the agreement in pursuance of which it was made. And that assessment in this case, of the regularity of which no question has been raised, was made at too recent a period to admit of the claim being barred by that statute.
The result is, that the plaintiffs are entitled to judgment for the amount of the installment required by the trustees of the plaintiffs on the note in question, with interest thereon from the time of the demand by the receiver, without the deduction? claimed by the defendant, of the allowance which, by the agreement, was to be made by the plaintiffs to him for the loan of said note, as such deduction would be contrary to the terms and manifest intent of that agreement. And the superior court should he advised accordingly.
In this opinion the other judges concurred ; except Butler, J., who was absent.
Judgment for plaintiffs advised.