111 Minn. 404 | Minn. | 1910
On and prior to the month of June, 1902, the Northwestern Life & Savings Company, of Des Moines, Iowa, was a corporation engaged in the business of life insurance. Bespondent’s intestate was
This action was brought by respondent, as administratrix, against the Minnesota company; for the purpose of recovering damages for the breach of his contract of agency by the sale and transfer of the business to the Minnesota company, which liability, it is claimed, the latter company assumed. The answer admitted the execution of the contract of purchase, and that it became the owner of the notes which had been taken by the Iowa company for premiums upon policies issued by it, and pleaded a counterclaim of money collected by Mr. Israel for appellant upon notes which had been sent to him
1. According to the bill of exceptions, appellant introduced no evidence, but at the close of respondent’s case moved the court to dismiss the action. The motion was denied, and the judge stated that he felt bound to follow the decision of this court in Crowell v. Northwestern Nat. Life Ins. Co., 99 Minn. 214, 108 N. W. 962, but intimated that if the question were a new one he would be inclined to follow Moore v. Security Trust & Life Ins. Co., 168 Fed. 496, 93 C. C. A. 652. That case was decided two years later than the Crowell case, and appellant insists that the latter case should be modified or overruled to comply with the principles there announced.
The Crowell case involved similar contracts between the same •companies as are involved in the present action, and the question •came up on demurrer to the complaint. The agency of Crowell was not at will. Ilis contract was executed for a definite term, and had not been terminated when the business was sold out. That action was brought to recover damages for the loss of commissions which the agent had earned at the time of the sale, and two questions were decided: (1) That while the Iowa company remained in business the obligations represented by the premium notes were absolute, and presumably collectable, but after the transfer of its business to another corporation the maker of those notes could not be compelled to pay them, unless they voluntarily reinsured in the pur
We do not consider the two cases in conflict. The Moore case involved a contract at will between the agent and the insurance company, and the action was brought by the agent, not against the purchasing company, but against the selling company, upon the theory that, having terminated the contract by parting with the business, the agent had a right to treat its contract as broken and recover damages therefor. The court announced the rule that a principal may revoke an agency and renounce the appointment of an agent, in the absence of an agreement that it shall continue for a specific term, and thát the exercise of the right to terminate its business is not a breach of a contract of agency which contains no agreement forbidding or limiting the exercise of the right to discontinue. That the decision was based upon the fact that the contract of agency was one at will is evident from the following expression in the course of the opinion: “This conclusion is not necessarily inconsistent with the position that, where an insurance company makes an express-agreement to employ an agent for a specific term and to pay him commissions during that term upon the business he secures, it breaks-the agreement and subjects itself to all the damages which naturally flow from that breach by transferring its property to another and abandoning its business during the agreed term.”
In the case at bar the agency was fixed for a specific term, and' we-adhere to the ruling that the Iowa company made itself liable in damages as of that date by putting it beyond its power to comply with the agency contract hy selling out the business.
2. With reference to the second question involved in the Crowell case, all that was decided was that on the .face of the complaint the1 Minnesota company became liable to the agent for such commissions
3. Included in the total of $4,400 were instalments of first-year premium notes aggregating $1,896.33, upon which, if paid, the commission would have amounted to $760.84. These instalments fell due after August 22, 1903, but upon the same notes there were then overdue and unpaid one or more prior instalments. The question is: Did the presumption of insolvency arise on the part of the makers of such notes, it appearing that default had been made in one or more instalments ? If each instalment be treated as an independent obligation to pay, then the presumption of insolvency should not apply to those instalments not due. But, if each note be treated as an entiretyj then there is some difficulty in making a distinction between instalments due and those not due. As between a purchaser of an instalment note and the maker, the note is overdue and unpaid, and the purchaser takes it subject to all the equities between the original parties. Vinton v. King, 4 Allen, 562. Appellant cites this ease as sufficient authority for holding that as to all these instalment notes the presumption of insolvency applied, and that the burden was upon respondent to prove the contrary.
Although the question is not free from doubt, we conclude to agree with the trial court that, under the peculiar circumstances of
Affirmed.