Re Phoenix Life Assurance Company Burges and Stock's Case
| Jurisdiction | England & Wales |
| Judgment Date | 11 July 1862 |
| Date | 11 July 1862 |
| Court | High Court of Chancery |
English Reports Citation: 70 E.R. 1131
HIGH COURT OF CHANCERY
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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