30 How. Pr. 69 | N.Y. Sup. Ct. | 1865
The defendants issued policies to. the plaintiffs, the premiums on which were paid in gold, and the losses on which were payable in gold. Independent of any specific agreement, the ordinary currency of the country would be considered-as the basis upon which the policies were issued, and upon which any settlement of losses incurred should be made, and profits realized. As there was a special contract. here, the premiums being paid in gold, and the losses payable in the same currency, the question arises whether the company, at the time it declared the dividends, should not take that fact into consideration, and allow the plaintiffs a certificate for their share of the profits in accordance with a gold standard as compared with currency. They had contributed a larger amount in proportion, in the payment of premiums, and it would certainly seem but equitable that they should receive a return in the same ratio. To illustrate: with gold ranging over two hundred, as compared with currency, the plaintiffs would have paid twice as much in proportion as those who 'took out the ordinary policies. And if the company should convert the gold premiums into currency, then the gold dealers would contribute far more than the dealers in currency policies. And those holding that class of policies would be largely benefitted at the expense of the holders of policies which were payable in gold. The operation of such a rule would appear to be unjust, and contrary to the fair intendment of the contract made between the parties that the transaction was to be conducted upon a gold basis; and I think that unless these is some legal obstacle in the way of
By the 13th section of the defendants’ charter, after ascertaining the net profits in the mode therein prescribed, on risks marked off, the board of trustees are authorized to issue certificates of a certain per centum on the premiums received for such marked off risks, to the persons in whose names the policies of insurance were originally made, orto their representatives. Under this provision of the charter, I see no difdculty in apportioning the dividends in accordance with the amounts paid by policy holders, whether in gold or in currency; and as the- company has adopted two different currencies in the transaction of its business, there is no good reason why both of these should not be considered- in the disposition of the profits.
It is said that the nature of the -business of the defendants is. in opposition to the claim of the plaintiffs. It is true that there was no positive agreement by which the amount of premiums paid was to be credited at a different amount from that expressed in the policy; but as gold was of a higher value than currency, it is quite evident that the company reaped an additional benefit from the premiums received in gold. They agreed to pay the losses in gold, securing a corresponding amount for thus increasing their liability. The contract was virtually the same as if they had insured payable in currency for a larger amount, and received a larger premium. Suppose gold was worth two hundred per centum, a policy for $10,000 would be equivalent to a policy of $20,000 payable in currency. The holder of the currency policy, if currency alone was the basis, would receive twice as much from the profits as the holder of a policy payable in gold, when in fact the holder of the gold policy had paid as much as the former.
. Although the earnings from both gold and currency policies were equally liable for losses, yet as one contributed
I do not see that there is any thing in the nature of the defendants’ business which in any way conflicts with the plaintiffs’ claim for an equal and fair dealing with other policy holders. I think that the delivery and acceptance of the certificates of earnings, in April, 1864, for the earnings of the year 1863, is not a bar to the plaintiffs’ claim. The certificates would be good to the extent which they provided for, but would not preclude the plaintiffs from correcting any error which there might be in the mode of computation in fixing the amount to which the plaintiffs were entitled. The plaintiffs were not bound to return these certificates, or run the
The question whether the court has the power to review the action of the officers of the company in the conduct of its business, is one of considerable importance, and perhaps not entirely free from embarrassment. The plaintiffs in this case simply ask that they may be put upon an equal footing with other dealers, claiming that the officers of the company have adopted a wrong principle in issuing certificates. While a court of equity will not interfere with the officers of a
The next question which presents itself is as to the right of the plaintiffs to bring this action on their own behalf, and on the behalf of other shareholders who are interested
After a careful examination of the various questions presented in the case, I am satisfied that injustice has been done the plaintiffs which entitles them to redress. The plaintiffs were entitled to certificates for an increased amount, so as to place them on an equality with the holders of certificates for currency policies'; and I think that in accordance with the prayer of the complaint the plaintiffs should be awarded dividend certificates proportioned to the amount valued in paper currency of the premiums received by the defendants in gold from the plaintiffs for marked off risks during the years 1863 and 1864, respectively; such valuations to be according to the .average value of gold coin and paper currency between the 31st of December of each of said years and the day in the month of January when the defendant did in fact make up their dividend statements.
A referee must be appointed, to whom the defendants must render an account of the manner in which they have made up their statements of dividends for the years 1863 and 1864, and estimated their profits, and the statements of dividends be readjusted in accordance with the prayer in the plaintiffs’ complaint and the suggestions here made.
In the meantime the defendants must be enjoined from
Miller, Justice.]