Wilson v Church
| Jurisdiction | England & Wales |
| Judgment Date | 1878 |
| Date | 1878 |
| Year | 1878 |
| Court | Court of Appeal |
Novation - Amalgamation of Companies - Transfer of Liabilities - Duty to set apart Fund - Acquiescence by Policy-holder.
By the deed of settlement of the I. insurance company it was provided that the funds and property of the company should alone be answerable for claims on the company; provision was also made for enabling the proprietors to dissolve the company, and thereupon the directors were to obtain from some other company an undertaking to pay the claims on the I. company, and were to transfer to such other company so much of the assets as should be agreed upon as sufficient to meet such claims. The I. company was accordingly dissolved, and a portion of its funds transferred to the E. company, which covenanted to satisfy the liabilities of the I. company.
C. was a policy-holder of the I. company on the non-participating scale, and as such was not entitled to a vote at the meetings of members. His policy was made subject to the conditions of the deed of settlement. He had notice of the intended amalgamation, but had no formal notice of the completion of the amalgamation, nor was his policy indorsed by the E. company. He, however, paid the premiums and took receipts in the name of the E. company for fifteen years, after which both companies were ordered to be wound up, and came under the European Assurance Society Arbitration Acts:—
Held, first, that there was no obligation on the I. company to see that the assets transferred to the E. company were appropriated for the payment of the claims on the I. company; that the amalgamation, being intra vires, was binding on the policy-holders, as in Hort's CaseF1:
Secondly, that even if it had not been binding on the policy-holders generally, C. was bound by his conduct, and had accepted the liability of the E. company.
THIS was an appeal from a decision of Lord Romilly, as arbitrator under the
The policy, which bore date the 22nd of July, 1851, was effected by Cocker on the non-participating scale on the joint lives of himself and Sarah Ann Cocker, his wife, for the sum of £100, at the yearly premium of £2 0s. 6d. It was executed by three directors and sealed with the company's seal, and it was thereby witnessed that if the premiums were punctually paid at the office of the company, the funds and other property of the said company should be liable, according to the provisions of the deed or deeds of settlement of the said company, to pay to the said assured, his executors, administrators, or assigns, within three months after satisfactory proof had been given of the death of either of the said M. Cocker and Sarah Ann Cocker, the sum of £100: Provided always that the capital stock of the company, or so much thereof as for the time being should have been subscribed, and the other stocks, funds, securities, and property of the said company remaining at the time of any claim or demand made, unapplied, and undisposed of, and inapplicable to prior claims and demands, in pursuance of the trusts, powers, and authorities contained in the said deed or deeds of settlement, should alone be liable to answer and make good all claims and demands upon the said company under or by virtue of the said policy and all other policies; and that no director, proprietor, or member of the said company, his heirs, executors, or administrators, should, by reason of any policy of assurance or instrument securing annuities, or of the whole of the policies of assurance, and instruments securing annuities taken together, which any director had signed or might sign, be in anywise individually or personally liable or subject to any claims or demands against the said company beyond the amount of the unpaid part of his particular share or shares in the said capital stock, or in such part of the said capital stock as for the time being should have been subscribed.
The Industrial Company was formed under a deed of settlement dated the 10th of December, 1849, and was completely registered under the
The following clauses were specially referred to in the argument:—
By clause 2 it was provided that the word “members” should mean all persons who had assured with the company on the terms of participating in the profits of the company; and that the word “assured” should mean all persons, either members or not, who should have effected any policy of assurance, or grant of annuity, endowment, or other premium from the company.
By clause 20 it was provided that every proprietor and member present at a general meeting should be entitled to vote at that meeting.
Clause 190 was as follows: “It shall be lawful for an extraordinary board of directors, specially...
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