39 Minn. 538 | Minn. | 1888
This is a proceeding upon information in the nature of quo warranto, to try the right of the above-named respondent, a corporation of the state of New York, to carry on within this state the business of insurance against these three classes of risks, viz., injury or death of persons caused by accident, breach of trust by persons holding places of public or private trust, and the breakage of plate-glass. The case is presented for decision upon the relator’s demurrer to the answer of the respondent.
It is contended on the part of the respondent that this is not an appropriate method of procedure. We hold the contrary. A state has the power of a sovereign to prohibit foreign corporations from exercising their franchises, carrying on their ordinary corporate business, within its borders; and when, in defiance of such prohibition, and contrary to our law, a foreign corporation does assume to exercise corporate franchises'in a manner affecting «the public interests, quo warranto will lie for the purposes of determining the right in question, and of applying a remedy. Although it is true that the courts of a state have no power to affect by their judgments the corporate existence of foreign corporations, we can restrain the exercise, within our own jurisdiction, of corporate franchises inconsistent with our own sovereignty, whether the corporation whose acts are in question be domestic or foreign. State v. Boston, Concord & Montreal R. Co., 25 Vt. 433. And see People v. Trustees of Geneva College, 5 Wend. 211.
It is said on the part of the respondent that we ought not to entertain the proceeding, because the determination of the question whether it should be licensed and permitted to transact its business in this state is committed by law to a branch of the executive department of the state, and that the judicial department of the state has no con
The respondent became incorporated in 1875, in the state of New York. The statute of that state then in force, and under which the incorporation was effected, (chapter 463, Laws 1853, as subsequently amended,) authorized the incorporation of individuals for the purposes of carrying on either one (only) of the two classes or “departments” of insurance therein specified. The “first department” related to what may b§ briefly referred to as ordinary life insurance. The “second department,” or specification of the purposes for which such incorporation was allowed, embraced, among others, the three kinds of risks against which, as is above stated, this company was ■organized to insure. In 1879, after the incorporation of this respondent, a statute was enacted amending the prior law above referred to. This amendatory act also authorized corporations to be organized for the purposes of insurance, as specified in two “departments” of the act, the first of which we may again refer to as embracing ordinary life insurance. The “second department” consisted of seven specified kinds or classes of risks, among which, designated as the second, third, and fifth classes, respectively, were the three kinds of risks above stated, which this respondent had been authorized to insure against, and in which business it is engaged in New York and in this state. Section 2 of this act declares that “no com
The validity of our statute, just recited, is not questioned. We are ■called upon to consider whether its proper effect is to exclude this respondent from prosecuting in this state its proper corporate business of insurance as to the several classes of risks above referred to, in view ■of tlm restrictions which, as is claimed on the part of the relator, the statutes of New York impose upon corporations which might be organized in our own state for like purposes. This company was lawfully incorporated for all these purposes in the state of New York, .and, as is apparent from the proviso in section 2 of the act of 1879, •there has been no attempt or purpose to abridge its charter rights, or the scope of its corporate action. It still is lawfully pursuing in that ■state the business for which it was lawfully incorporated. The policy of our own state, expressed in its insurance laws, in harmony with the general policy and law of comity prevailing among the states, allows such foreign corporations to engage in businesss here. This ■corporation has complied with the requirements of our statutes, and there is nothing in its character or purposes opposed to the policy or the laws of this state. In view of this interstate law of comity, and ■of the policy of our state, manifest in its legislation, to allow such
In considering the effect of the New York statutes it should be borne in mind that not only may the law'of comity, by which generally corporations created under the laws of one state are allowed to extend their business into other states, be set aside by directly prohibitory legislation, but that the result is the same where from the general course of legislation it is clearly apparent that it is opposed to the established policy of the state to allow foreign corporations thus to act. Bank of Augusta v. Earle, 18 Pet. 519, 592; Christian Union v. Yount, 101 U. S. 352; 2 Mor. Priv. Corp. §§ 960, 965. The statutes to which we have referred do not directly prohibit foreign corporations from insuring against more than one of the several kinds of risks specified in the second department of the act of 1879. Section 2 of that act relates in terms only to domestic corporations of that state, the language being that “no company organized under this act” shall, etc., and, “nor shall any such company,” etc. That act does expressly restrict the operation of domestic corporations, thereafter organized, to one of such classes of risks. Whether from that specified reservation the conclusion is clearly deducible that the
It is not, therefore, clearly apparent that the laws of New York prevent a Minnesota corporation, chartered for doing insurance business of the several classes in question, from carrying on the same business in that state, and we shall assume that they do not, as we turn our attention to the second of the two questions above stated. If such is the case, there remains but little to decide. For the reasons above given we shall not express what, in our opinion, may be the possible or probable effect of the statute of New York upon the point in question, considering that if the proper construction is doubtful, the case is not one for the application of our retaliatory law. The provisions of section 6 of the act of 1879 are applicable only to domestic corporations. If foreign corporations, when authorized by their charters, may carry on in New York the several kinds of insurance here in question, we do not think that section 14 should be construed as requiring $100,000 of capital and deposited securities for each of the different classes of risks engaged in. The amount fixed by section 6, as to domestic corporations, is $100,000. Section 14
Writ quashed.