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unobjectionable; the other judges regard it as objectionable, for the reason above stated.
Judgment reversed, and cause remanded.
Court of Appeals of New York.
WILLIAM D. ROBINSON, RESPONDENT, V. TIIE INTERNATIONAL
LIFE ASSURANCE CO. OF LONDON, APPELLANT.
A local board of directors, established by a foreign corporation in New York, under regulations of the statute of that state, no matter how complete its organization or how full its authority to transact business without consultation with its principal, is still a mere agency, and not a distinct corporation.
Therefore a contract, as of insurance, made by this New York board with the plaintiff, a citizen of Virginia, was the contract of the foreign corporation with plaintiff, and the government of the foreign corporation being a neutral and having recognised the government of the plaintiff as a belligerent, the contract was not suspended by the civil war in America and payment of premiums to a sub-agent of the corporation, at Richmond, was a valid payment to the corporation.
The sub-agent at Richmond was appointed by the board at New York, and before the war had no authority to collect premiums until he was furnished with renewal receipts,” issued by the New York board. After June 1861, commercial intercourse between New York and Richmond being interrupted by the war, it was claimed by plaintiff that the sub-agent at Richmond had a verbal authority to receive premiums without being furnished with renewal receipts. The jury having found for plaintiff, this court must assume that there was such authority.
Such authority to receive payment implies authority to receive it in whatever was regarded as money at the time and place of payment. Confederate notes being so regarded and being received in good faith by the agent were a valid medium of payment, as between the plaintiff and the corporation.
This action was brought upon a policy of life assurance issued by the defendant by its local board of directors in New York to C. W. Macmurdo, December 8th 1845. The policy was in the usual form of such instruments. The premium upon the insurance was regularly paid by the assured, who was a resident of Richmond, Virginia, to and including the month of June 1861. After that down to the time of the decease of the insured, which happened in October 1862, the amounts becoming due for premiums under the policy were paid by the assured in what is known as Confederate currency. All the payments were made after the spring of 1858 to W. S. Cowardin, who was the defendant's agent at Richmond. He was appointed as such agent by the defendant's general agents at the city of New York. And
ho received what were called renewal receipts, which were delivered to the insured from time to time for the premiums paid upon his policy down to about the month of June 1861. These renewal receipts were issued to the local agent by the general agents at the city of New York, and constituted his authority to receive the premiums. After June 1861, none of these receipts were issued to the local agent. But from that time it was claimed by the plaintiff that the premiums were received by the local agent under a special authority verbally conferred, by which the renewal receipts were from that time dispensed with. After the decease of the insured, the proofs required by the policy were furnished to the defendants, and the claim for payment was assigned to the plaintiff. Upon the trial a verdict was recovered by the plaintiff, and from the judgment entered upon it the defendant appealed.
J. W. Gerard, Jr., for appellant. The sub-agency at Richmond was created by the New York board, and the London corporation knew nothing of it, and had no privity with the agent.
The company had a double situs in London and in New York, and the American branch was a separate and independent corporation as to business in the United States : The Jonge Klassino, 5 C. Rob. 302; The Ann, 1 Dodson 221; The Antonio Johanna, 1 Wheat. 159; Elber: v. Ins. Co., 16 Johns. 128; Phillips on Ins. 112, $ 164; Society v. Wheeler, 2 Gall. 105, 131; People v. Cent. Railroad, 33 How. Pr. 407; 1 Duer on Ins. 525. The domicile of a party is the test of his national character: 2 Lawrence's Wheaton 559-569; McConnell v. Hector, 1 Bos. & Pull. 113; 1 Duer on Ins. 495; 1 Kent 85–88, 10th ed.; The Indian Chief, 3 C. Rob. 12; The Venus, 8 Cranch 253; Beebe v. Johnson, 19 Wend. 500; The Venice, 2 Wall. 275; The Frances, 8 Cranch 363; The Freundschaft, 4 Wheat. 105. This doctrine prevails in the case of agency: The Anna Catharina, 4 C. Rob. 107; 1 Kent 87; The San Jose, 2 Gall. 268.
The state of war which existed made all parties resident in the two sections, enemies in contemplation of law: Mrs. Alexander's Cotton, 2 Wall. 404; The Hiawatha Cases, 2 Black 635; Griswold v. Waddington, 16 Johns. 438; Blatchford's Prize Cases, I, 556; Act of July 13th 1861, 12 U. S. Stat. 257; Proclamation Aug. 16th 1861. The domicile of the defendant being in New York, its national character for the time was that of an American company, and all intercourse and business transactions between it and the plaintiff or the sub-agent at Richmond were illegal and void.
The state of war revoked the agency: Carver v. Lane, 1 E. D. Smith 165; Lawrence's Wheaton 557; The Julia, 8 Cranch 181; The Rapid, Id. 161; Griswold v. Waddington, 15 Johns. 57; 16 Id. 438; 1 Kent (10th ed.) 77; The William Bagaley, 5 Wall. 407; Honger v. Abbott, 6 Wall. 534; Jecker v. Montgomery, 18 How. 110; Esposito v. Bowden, 7 E. & B. 788.
A fortiori is the insurance of an enemy's goods, and particularly of his life, against public policy, and suspended during war, if not avoided by the war: 1 Duer on Ins. 417; 3 Kent 255; 1 Phillips on Ins. (3d ed.) p. 104, $ 149; Furtado v. Rogers, 3 Bos. & Pul. 191; Kellner v. Le Mesurier, 4 East 396; Gamba v. Le Mesurier, Id. 407; Brandon v. Curling, Id. 410.
Even if defendant be regarded as a neutral sojourning here, it is against public policy to support this contract: 1 Duer on Ins. 623; People v. Cent. Railroad, 33 How. Pr. 407; Kennett v. Chambers, 14 How. 39.
There was no evidence of express authority to take Confederate notes, and such authority cannot be implied. They were not money, and an agent's authority to receive payment means in money strictly: Matthews v. Hamilton, 23 Ill. 470; Todd v. Reid, 4 B. & Ald. 210; Russell v. Bagley, Id. 395; Dunlap's Agency 280, 281; Partridge v. Bank, 58 Eng. Com. Law 396; Grant v. Norway, 73 Id. 457, 11 C. B. 457; Ontario Bank v. Lightbody, 13 Wend. 101; Taylor v. Robinson, 14 Cal. 396; Story on Agency, $ 98, 10 Barn. & Cress. 760; Barker v. Greenwood, 2 Y. & Coll. 415; 5 Mees. & Wels. 645; Howard v. Chapman, 4 Car. & P. 508; 1 Starkie R. 233; Underwood v. Nichols, 17 C. B. 239; Stewart v. Aberdeen, 4 Mees. & Wels. 211, 228.
Dealing in these notes was illegal, and no authority can be implied to do an illegal act: Clark v. Bank, 3 Duer 241; Wright v. Overall, 2 Coldwell 345; Craig v. Missouri, 4 Peters 410; Briscoe v. Bank of Kentucky, 11 Id. 258.
E. R. Robinson, for appellee.—The power of the agent to collect was not terminated by the war: Griswold v. Waddington, 15 Johns. 69; Clark v. Morey, 10 Id. 69; Bell v. Chapman, 10 Id. 183; Buchanan v. Carey, 19 Id. 136; Conn. v. Penn., 1 Wash. C. C. 524; Dennistoun v. Imbrie, 3 Id. 396. The defendant is an English company, and the authority of its agent was not suspended by a war in which it was a neutral. The question as to the kind of money the sub-agent received is entirely between him and his principal. He was not expected to transmit the identical notes received to his principal.
This is a case of an executed contract, and as to such the courts have held that the payment in Confederate money will not be disturbed: Phillips v. Hooker, 7 Am. Law Reg. N. S. 40; Turley v. Newell, Phillips N. C. Eq. Rep. 301; Green v. Sizer, 40 Mi. 530; Murrell v. Jones, Id. 565; Henley v. Franklin, 3 Coldwell 472; Brown v. Wylie, 2 W. Va. 509; Abbot v. Dermott, 34 Ga. 227.
The opinion of the court was delivered by
DANIELS, J.-It appeared by the evidence given upon the trial of this cause that the defendant at the time of the issuing of the policy in suit, and at all times since then, was an insurance corporation, created by an Act of the English Parliament, and as that was its legal character, although it had complied with the laws of this state, providing for the manner in which foreign insurance companies may carry on and transact the business of insurance within this state, it nevertheless still remained and continued an English corporation.
The law of this state, however, conferred authority upon the defendant only to transact its business within the state of New York. It could not, and did not, authorize or empower it to appoint an agency or carry on its insurance within the state of Virginia. Whatever it did in that respect was done by virtue of the laws of comity of that state. And for that reason no particular reference will be required to the provisions of the statute under which foreign insurance companies are permitted to carry on the business of insurance in the state of New York.
It is sufficient for the purposes of this case to assume that the defendant was lawfully engaged in that business in this state, and that it had legally and properly created and maintained its agency for that purpose. And that the agency here, by a proper exer
cise of its authority, had appointed the agent at Richmond to transact the business of the defendant and its New York agency required to be done at that place.
But even these assumptions, added to the circumstance that the defendant had organized a local board of directors at the city of New York, having authority to issue policies and adjust losses without consultation with the corporation itself, could not have the effect of changing the nature of the corporation under which all this was performed.
The board was organized and the agency was created by the act and under the authority of the corporation. The local board and the agency combined did not form or constitute a corporation, but simply the local means or agency through which the corporation carried on and transacted its business in this country. When the local board and agency issued a policy, collected a premium, adjusted a loss, or appointed a subordinate agency, it was not done for itself, but for the defendant. And the power exercised in performing either, or all of those acts, was derived from and used for the defendant.
No matter how formal or complicated such a local organization may be, it can only possess and exercise the power conferred by its foreign charter and the laws of the state upon the corporation itself. And when it makes use of such powers, it does so not as an independent body or in the nature of a subsisting corporation, but as an agency merely of the corporation under which such organization may have been effected. This is entirely apparent from the facts, that without the charter and the laws of the state relating to such corporation, the local board could be neither regularly organized or acquire the power of acting at all. And in case these laws were repealed and the charter were withdrawn, or the corporation were otherwise dissolved, the local board and agency would necessarily from that time cease to exist. It is not intended to be affirmed that the right of foreign corporations to transact business in this state is absolutely dependent upon the existence of some statutory regulation in their favor, but only that the transaction of such business is dependent upon a compliance with the provisions of those statutes while they may be maintained by the legislative authority of the state.
But it is maintained that while these laws are in existence a compliance with their requirements, whether it be by a mere