Re The Athenaeum Life Assurance Society; ex parte The Eagle Insurance Company
| Jurisdiction | England & Wales |
| Judgment Date | 09 July 1858 |
| Date | 09 July 1858 |
| Court | High Court of Chancery |
English Reports Citation: 70 E.R. 229
HIGH COURT OF CHANCERY
S. C. 27 L. J. Ch. 829; 4 Jur. (N. S.) 1140; 6 W. R. 779. See In re General Provident Assurance Company, 1872, L. R. 14 Eq. 514.
Joint Stock Company. Deed of Settlement. Directors. Contract by, not under, Seal 7 & 8 Vict. c. 110, s. 44. Limited Agency. Acquiescence.
[549] In re the athenaeum life assurance society ; Ex parte the eagle insurance company. July 7, 9, 1858. [S. C. 27 L. J. Ch. 829 4 Jur. (N. S.) 1140; 6 W. R. 779. See In re General , Provident Assurance Company, 1872, L. E. 14 Eq. 514.] Joint Stock Company. Deed of Settlement* Directors. Contract by, not under, Seal. 7 & 8 Viet. c. 110, s. 44. Limited Agency. Acquiescence. The deed of settlement of an insurance society, registered under 7 & 8 Viet. c. 110, after empowering the directors to effect insurances on lives upon such terms and conditions and in such manner as they should think proper, provided that every policy or other instrument required in any of the transactions aforesaid should be given under the hands of not less than three of the directors, and sealed with the, common seal of the society; and that there should be contained therein, and in every other contract to be entered into on behalf of the society in or about the premises (meaning in or about matters connected with insurance), a reference to the deed and a proviso negativing an unconditional liability. The deed also declared that it should be competent to a board of directors to exercise certain general powers, and generally where the deed was silent or did not otherwise provide, to. act in the direction of the affairs of the society in such manner as in their absolute discretion they should think most conducive to its interests. Held, that a memorandum signed by three of the directors, but not under the seal of the society, stipulating that, on payment of certain premiums, the society would guarantee an assurance therein mentioned, and would issue, when required, a stamped policy in the form authorised by their deed of settlement, was binding upon the general body of the shareholders, and created a good equitable debt. State of the law as to the liability of persons dealing with the companies registered under the Act 7 & 8 Viet. c. 110, to make themselves acquainted with the company's deed of settlement, and to see that its requirements are complied with. Evidence required, in the case of joint stock companies, before the Court will conclude that an act of the directors not authorised by the company's deed of settlement has. been acquiesced in by the shareholders. On the 6th of July 1852 the Mentor Life Assurance Company granted a policy of assurance on the life of a foreigner named Sahlin for 2000, payable to his executors on his death. The Mentor Company proposed to the Athenaeum Life Assurance Society (which was a joint stock company registered under the Act 7 & 8 Viet. c. 110) to reassure this policy with the Athenaeum Society; and a resolution was passed at a board of the directors of the Athenasum Society authorising an assurance for that purpose for a larger amount. On the 16th of July the following memorandum, indorsed on a copy of the policy which had been granted by [550] the Mentor Company, was signed by three of the directors of the Athenaeum Society :- " Memorandum-Athenasum Life Assurance Society.-The Athenasum Life Assurance Society guarantee the Mentor Life Assurance Company the whole of the within assurance on the same terms and conditions at a premium of 33, 5s., payable half-yearly, on the 16th day of January and 16th day of July, or within thirty days thereafter ; 'and will issue, whenever required, a stamped policy numbered 327, in favor of the Mentor, on payment of stamp duty." The premiums w:ere duly paid by the Mentor to the Athenaeum until the death of Sahlin in 1856. In the meantime the Mentor Company had assigned their business and all their 230 EX PARTE EAGLE INSURANCE COMPANY 4K.&J.551. risks, and among them the policy on the life of the deceased, and all their right under the memorandum, to the Eagle Assurance Company, which paid the sum assured by the Mentor policy on the 26th of December 1856. An order having been made for winding up the Athenseum Society, a claim was brought in by Messrs. Holcombe, Lloyd and Price, as trustees of the Eagle Insurance Company, to prove against the estate of the Athenseum for the 2000 and interest from the 26th of December 1856, when the same was paid by their company. The 27th section of the deed of settlement of the Athenseum Society was as follows : -" It shall be lawful for the directors of the society to effect assurances on lives and survivorships, to sell out and purchase reversions and annuities, and to grant endowments for children, and generally to effect all such other assurances, whether life, guardian, guarantee or otherwise, upon such terms and [551] conditions, and in such manner, as the directors shall think proper." The 28th section provided thus:-"That every policy, endowment, grant of annuity or other instrument required in any of the transactions aforesaid shall be given under the hands of not less than three of the directors, and sealed with the common seal of the society; and that there shall be contained therein, and in every other contract to be entered into on behalf of the society in or about the premises " (meaning in or about matters connected with insurance), " a reference to these presents, and a proviso limiting the scope and effect of the contract thereby created, so that the same shall take effect and be satisfied only out of such funds and property of the society as under the provisions hereafter contained...
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Bibliografie
...Society; Ex Parte The Eagle In-surance Co (1858) 4 K&J 549In re Athenaeum Life Assurance Society; Ex Parte The Eagle In-surance Co 549; 70 ER 229 In re Country Life Assurance Com-pany 1869 70 LR Ch App 288In re Drive-In Develpoment Corpo-ration 371 F 2d 215 (7th Cir 1966) In re Faure Electr......