Re Phoenix Life Assurance Company Burges and Stock's Case

JurisdictionEngland & Wales
CourtHigh Court of Chancery
Judgment Date11 July 1862

English Reports Citation: 70 E.R. 1131

HIGH COURT OF CHANCERY

Re Phnix Life Assurance Company. Burges and Stock's Case

S. C. 31 L. J. Ch. 749; 7 L. T. 191; 9 Jur. (N. S.) 15; 10 W. R. 816.

Joint Stock Company. Extension of Objects. Dealings Ultra Vires. Acquiescence. Liability.

[441] Re phcenix life assurance company. burges and stock's case. July 10, 11, 1862. [S. C. 31 L. J. Ch. 749; 7 L. T. 191; 9 Jur. (N. S.) 15; 10 W. E. 816.] Joint Stock Company. Extension of Objects. Dealings Ultra Vires. Acquiescence. Liability. A joint stock company was formed under a deed describing its business as life assurance. Resolutions of extraordinary general meetings were regularly passed and confirmed for extending the business to marine insurance. The marine business was mentioned in the annual returns to the registry office, and referred to in reports and circulars, and on one occasion a report on the marine business was sent out with the dividend warrants. A deed extending the purposes of the company to sea risks was executed by some only of the shareholders; but it did not appear that any shareholder had objected to the maritie business being carried on. About one and a half years after the commencement of the marine business the company was wound up. Held, that there was no such acquiescence by the shareholders as to entitle the holders of marine policies to prove in respect of them. Held, also, that the premiums paid might be proved against the company. .Semble, the business of a joint stock company cannot be extended beyond its original objects as defined by the deed of settlement, except by a supplemental deed executed by all the shareholders. The creditors' representative cannot be heard to support the claim of a class of persons to rank as creditors. The Phoenix Life Assurance Company was formed under the Joint Stock Companies Act (7 & 8 Viet. c. 110), under a deed of settlement, dated the 5th of May 1848, in which the business of the company was stated to be life assurance. At an extraordinary general meeting of the company, on the llth March 1857, it was resolved that the business should extend to granting assurances against death, injury, casualty or accident by sea or land ; against loss or damage to property of any kind whatsoever and wheresoever, by lightning, hail, hurricane, blight, or any other causes, means or contingency; and to other matters. The said resolutions were duly confirmed at a second meeting on the 27th May .1857, and were registered on the 16th April 1858. 1132 BURGES AND STOCK'g CASE 2J. &H.442. In the year 1858 the company commenced insuring marine risks, and established branch offices for that purpose; and on the 13th November 1858, and subsequent [442] dates, issued policies on various vessels to Messrs. Burges & Stock, on some of which losses occurred. Before this date reports and circulars were issued, announcing to the shareholders the establishment of the marine branch of the business, and otherwise referring to it; and on one occasion a report of this kind was circulated, together with the dividend...

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4 cases
  • Guinness Mahon and Company Ltd v Kensington and Chelsea London Borough Council
    • United Kingdom
    • Court of Appeal (Civil Division)
    • 19 February 1998
    ...the point I wish to make by reference to one of the cases cited to us and referred to in Professor Birks' article Re Phoenix Life Assurance Co. Burges and Stock's case reported both at 2 J&H 44l and 3l Courts of Chancery N.S.749. In that case the court was concerned with an insurance co......
  • Gregory, on behalf, &, v Patchett
    • United Kingdom
    • High Court of Chancery
    • 1 January 1864
    ...Beav. 344); Ex parte Hill (32 L. J. (Ch.) 154); Richmond's Executors' case. (3 De G. & S. 96) ; lie Phrenix Life Insurance Company (2 Johns. & H. 441); Lindley on [597] Partnership (pp. 754, 755, 763); Stupart v. Arrowsmith (3 Smale & G. 176); Clements v. Bowes (1 Drew. 684) ; I......
  • Guinness Mahon & Company Ltd v Kensington and Chelsea Royal Borough Council
    • United Kingdom
    • Court of Appeal (Civil Division)
    • 19 February 1998
    ...v GreenELR[1981] AC 513. Pearce v BrainELR[1929] 2 KB 310. Phoenix Life Assurance Co, Re. Burges and Stock's Case (1862) 2 J & H 441, 70 ER 1131; 31 Courts of Chancery NS 749. Rover International Ltd v Cannon Film Sales Ltd (No. 3)WLR[1989] 1 WLR 912 (CA); (1987) 3 BCC 369. Rowland v Di......
  • The Londonderry Equitable Co-Operative Society, Ltd, (in Liquidation)
    • Ireland
    • Chancery Division (Ireland)
    • 14 December 1909
    ...v. LuceELR 43 Ch. D. 158. Pearson v. Dublin and South-Eastern Railway Co.ELR [1909] A. C. 217. Re Phœnix Life Assurance CompanyENR 2 J. & H. 441. The London Provident Building Society v. MorganELR [1893] 2 Q. B. 266. Industrial and Provident Society — Extension of objects —— Ultra vires......

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