« ΠροηγούμενηΣυνέχεια »
that, when so abused or misemployed, they may be withdrawn or reclaimed by the state, in such way and by such modes of procedure as are consistent with law. Although no such condition is expressed in the company's charter, it is necessarily implied in every grant of corporate existence. Terrett V. Taylor, 9 Cranch, 51; Ang. & A. Corp. (9th Ed.) 8 774, note.
Equally implied, in our judgment, is the condition that the corporation shall be subject to such reasonable regulations, in respect to the general conduct of its affairs, as the legislature may, from time to time, prescribe, which do not materially interfere with or obstruct the substantial enjoyment of the privileges the state has granted, and serve only to secure the ends for which the corporation was created. Sinking Fund Cases, 99 U. S. 700; Com. v. Farmers' & Mech. Bank, 21 Pick. 542; Commercial Bank v. Mississippi, 4 Smedes & M. 503. If this condition be not necessarily implied, then the creation of corporations, with rights and franchises which do not belong to individual citizens, may become dangerous to the public welfare, through the ignorance or misconduct or fraud of those to whose management their affairs are intrusted. It would be extraordinary if the legislative department of a government, charged with the duty of enacting such laws as may promote the health, the morals, and the prosperity of the people, might not, when unrestrained by constitutional limitations upon its authority, provide, by reasonable regulations, against the misuse of special corporate privileges which it has granted, and which could not, except by its sanction, express or implied, have been exercised at all.
In the present case it is claimed by the state that the Chicago Life Insurance Company was never solvent at any tiine after its original organization; that only 10 per cent. of its authorized capital stock was ever paid in; that stock subscription notes, representing unpaid subscriptions, were ingeniously made payable on demand, with interest after such demand, and that, no demand having been made, no interest accrued; that, nevertheless, the verified reports of the company to the state indicated that its capital stock was fully paid up in cash, thus leading the public and the insured to believe that the stock was paid up and invested in interest-bearing securities; that large dividends were annually paid to stockholders from the earnings of the company, which, consistently with an honest exercise of its franchises and privileges, and with its duty to policy-holders, should not have been paid; that interest upon collateral securities, deposited by stockholders owing subscriptions, was received by the stockholders themselves; that the annual dividends paid to stockholders was in direct violation of the company's by-laws; that the annual reports to the auditor scheduled large amounts of assets and securities as the property of the corporation, when, in fact, they were the property of individuals; that such reports falsely magnified the receipts of the company and misstated its disbursements; and that its last annual report included, among its securities, about $80,000 of mortgages, which were not the property of the company. These statements, counsel for the state claim, are fully sustained by the evidence in the cause, while counsel for the company, with equal emphasis, contends that the showing made is all that could be desired in a corporation managed by careful, honest directors.
We express no opinion as to the correctness of either of these opposing views; for they refer to matters that do not necessarily involve the validity of the statutes, which, it is contended, violate the national constitution; they relate only to the manner in which the company has exercised its corporate powers, and do not involve any question of a federal nature. It is not competent, under existing laws, for this court to inquire whether the state court correctly interpreted the evidence as to the company's insolvency; nor whether the facts make a case which, under the statute of 1874, required or permitted a judgment perpetually enjoining it from doing any further business. We are restricted by the settled limits of our jurisdiction to the specific inquiry
whether the statutes themselves, upon which the judgment below rests, impair the obligation of any contract which the company, or its policy-holders, had with the state, or infringe any right secured by the national constitution. Railroad Co. v. Rock, 4 Wall. 180; Knox v. Exchange Bank, 12 Wall. 383. It is only as bearing upon the question of the power of the state-without any express reservation to that end having been made in the charter of the company--to subject it to such regulations as those established by the act of 1869, or to compel it to cease doing business when the circumstances exist wbich are set out in the act of 1874, that we have referred to the facts which counsel for the state contend are fully established by the evidence. If the state had no such power, then the statutes under which she proceeds would impair the contract which the company had with her by its charter. But can it be possible that the state, which brought this corporation into existence for the purpose of conducting the business of life insurance, is powerless to protect the people against it, when-assuming, as we must, the facts to be such as the judgment below implies—its further continuance in business would defeat the object of its creation, and be a fraud upon the public, and on its creditors and policy-holders? Did the company, by its charter, have a contract that it should, without reference to the will of the state, or the public interests, ex. ercise the franchises granted by the state after it became insolvent, and, consequently, unable to meet the obligations which, as a corporation, under the sanction of the state, it had assumed to its policy-holders ? Our answer to these questions is sufficiently indicated by what has been said. The act of 1869 does not contain any regulation respecting the affairs of any corporation of Illinois which is not reasonable in its character, or which is not promotive of the interests of all concerned in its management. It only guards against mismanagement and misconduct; its requirements constitute reasonable regulations of the business of such local corporations; it does not impair the obligation of any contract which this company had with the state; the conditions imposed upon the rights of the company to continue the issuing of policies are neither arbitrary nor oppressive.
The same general observations apply to the act of 1874, which, recognizing the contract right of the company to carry on business as a corporation, does not, by a legislative decree merely, based upon the exc parte representations of public officers, assume to withdraw that right. There is no denial, as coun. nel supposes, of the equal protection of the laws, nor any deprivation of property without due process of law; for that statute authorizes a public officer to bring the company before a judicial tribunal, which, after full opportunity for defense, may determine whether it is insolvent, or its condition such as to render its continuance in business hazardous to the insured or to the public, or whether it has exceeded its corporate powers, or violated the rules, restrictions, or conditions prescribed by law; grounds which, if established, constitute sufficient reason why the corporate franchises and privileges granted by the state should be no longer enjoyed. Terrett v. Taylor, uči supra; 2 Kent, Comm. 304, 312; Slee v. Bloom, 5 Johns. Ch. 379; Com. v. Farmers' & Mech. Bank, 21 Pick. 542. See, also, Ang. & A. Corp. (9th Ed.) 8 774, and note. That a suit for such purposes might be instituted if, in the opinion of the auditor of state, any of those grounds existed, affords no justification to characterize this proceeding as harsh or arbitrary; for, at last, the final judgment of the court must depend upon the facts as established by competent evidence, and not upon the mere opinion of that officer. Indeed, the existence of such an opinion, upon the part of that officer, as a condition of his right to institute the proceedings prescribed by the act of 1874, is in the interest of the corporations embraced by its provisions; for it furnishes some protection against hasty or oppressive action against them. These views are strengthened by the company's acceptance of the amended charter granted in 1867. The fifth section of that act is in these words: “This act and the act
to which this is an amendment shall not be deemed to exempt said company from the operation of such general laws as may be hereafter enacted by the general assembly on the subject of life insurance.' That section may not be equivalent to a reservation of the right of the legislature to alter, amend, or repeal the original charter at pleasure; and, if it be admitted that the company, prior to that amendment, could not have been subjected to the regulations prescribed by the acts of 1869 and 1874, yet it was entirely competent for it to waive--as, by its acceptance of the amended charter, it did waive—any such exemption, and, in consideration of the grant of additional powers, or without any consideration of that character, agree to come under the general laws on the subject of the business in which it was engaged, which did not materially impair its right to carry on that business, or take from it any substantial privilege conferred by the original charter. It took the additional rights given by the act of 1867, subject to the condition imposed by its tifth section.
It is further contended that the state enactments in question impair the obligation of the contracts which the company has made with its creditors and policy-holders. To this it is sufficient to reply, in the language of this court in Mumma v. Potomac Co. 8 Pet. 283, where it was said: “A corporation, by the very terms and nature of its political existence, is subject to dissolution by surrender of its corporate franchises, and by a forfeiture of them for willfui misuse and non-use. Every creditor must be presumed to understand the nature and incidents of such a body politic, and contract with refer. ence to them. And it would be a doctrine new in the law that the existence of a private contract of the corporation should force upon it a perpetuity of existence contrary to public policy, and the nature and objects of its charter." The contracts of policy-holders and creditors are not annihilated by such a judgment as was rendered below; for, to the extent that the company has any property or assets, their interests can be protected, and are protected, by
that judginent. The action of the state may or may not have affected the ino trinsic value of the company's policies; that would depend somewhat on the manner in which its affairs have been conducted, upon the amount of profits it has realized from business, and upon its*actual condition when this suit was instituted; but the state did not, by granting the original and amended charter, preclude herself from seeking, by proper judicial proceedings, to reclaim the franchises and privileges she had given, when they should be so mis. used as to defeat the objects of her grant, or when the company had become insolvent so as not to be able to meet the obligations which, under the authors ity of the state, it had assumed to policy-holders and creditors.
The whcle argument in behalf of the company proceeds upon the erroneous assumption that this court has authority to determine whether the facts make a case under the statutes of 1869 and 1874, and if it be found that they did not, that it must enforce the right of the company to continue in business, despite the final judgment to the contrary by the courts of the state which created it; whereas, we have only to inquire whether the statutes in question impair the obligation of any contract which the company has with the state, or violate any other provision of the national constitution. Being of opinion that they are not open to any objection of that character, the judg. ment must be afirmed without any reference to the weight of the evidence upon any issue of fact made by the pleadings.
(113 U. S. 648)
CAMP 0. UNITED STATES.
(March 2, 1885.) 1. CAPTURED COTTON — Act of March 12, 1863 — SPECIAL AGENTS OF THE TREASURY
AUTHORITY TO CONTRACT.
Under the act of March 12, 1863, (12 St. 820,) only supervising special agents of the United States treasury could bind the government by contracts with parties proposing for compensation to collect and deliver captured and abandoned property. They could not allow more than 25 per cent. of the proceeds without referring the matter to the secretary, and no contract of that character, made even by
them, bound the government unless it was in writing. 2. SAMK-CLAIM POR COLLECTING—Part PAYMENT BY GOVERNMENT NOT IMPLIED AD
MISSION OF LIABILITY.
The mere payment of $45,000 on a claim for a much larger sum as compensation for services rendered in delivering captured or abandoned property to the government,-for which services it was under no legal obligation, express or implied, to make compensation,-cannot be deemed a recognition of a legal liability to make
further payments on such claim. Appeal from the Court of Claims.
The appellant brought this action on the thirteenth day of April, 1869, to recover a balance alleged to be due as compensation for collecting and delivering to the United States, in 1864, a large amount of cotton in bales, which was captured and abandoned property within the meaning of the acts of congress. He claims to have performed the services in question under an arrangement or agreement with an agent of the treasury department, which the secretary of the treasury subsequently recognized as a valid contract with the government. He admits certain payments on his claim, and asks judgment for the further sum of $80,000. The court below dismissed his petition.
The material facts, as found by the court of claims, are, in substance, as follows:
In the early part of 1864 one Hart, an assistant special agent of the treasury department, for the district of Natchez, in the state of Mississippi, made a verbal arrangement with Camp, whereby it was understood and agreed between them that the latter should bring out and turn over to the United States, through their agent in Natchez, about 2,200 bales of cotton, stored on the banks of Buffalo bayou, in Adams county, Mississippi, within that district, and the property of one John K. Elgee, a resident of Alexandria, Louisiana, then within the lines of rebel occupation. “The agent,” the findings of fact state, was then to represent the arrangement and business, whatever it might be, to the secretary of the treasury, and was likewise to represent that he had assured the claimant, by the arrangement, that the secretary would allow to him 25 per cent. of the proceeds of the cotton, at least. No bond of indemnity was given by the claimant. By the arrangement the claimant was also to pay to the agent Hart, out of the proceeds, when received by him, from*$5,000 to $10,000, provided the secretary of the treasury should see no impropriety in his (the agent's) accepting from the claimant a portion of the proceeds."
On or about March 31, 1864, Camp, representing himself as a treasury agent, engaged the services of a transport, which, under the protection of a gun-boat, ascended Buffalo bayou, took on board 572 bales of the Elgee cotton, and brought it to Natchez, where it was seized by Gen. Tuttle, commanding the federal military forces, on suspicion that the claimant intended to appropriate it to himself, and placed under guard in the government yard. Shortly thereafter Camp informed the supervising special agent and the assistant special agent of the treasury of what he had done. By direction of the supervising special agent the cotton was forwarded to St. Louis, con. signed to 0. S. Lovell, an agent of the treasury department. After it reached
that city, Elgee brought an action of replevin against Lovell in the circuit court of St. Louis county. The United States took charge of the defense, and and on June 22, 1864, a stipulation was entered into between the treasury de partment and Elgea whereby that action was removed to the circuit court of the United States, and the cotton was sold; the proceeds, after paying certain charges, being invested in bonds, which were held to abide the result of the litigation. In that suit a judgment was obtained by the government, which was affirmed by this court.
The appellant presented his claim for compensation to the treasury department, which, by its assistant secretary, on the sixth of December, 1865, directed the commissioner of customs to “state an account, and make a requisition in favor of Benjamin F. Camp upon F. E. Spinner, treasury agent, to be paid from the proceeds of captured and abandoned property, for the sum of $30,000, being part of the proceeds of certain property known as the Elgee cotton, collected as captured or abandoned property by said Camp, for an interest therein, said sum being an advance to said Camp on account of his expenditures in relation to said cotton." This order recited that Camp had executed bond, with surety to the United States, conditioned that he would repay the said sum on demand of the secretary of the treasury, and fully indemnify the government against all loss and damage by reason of such payment. In pursuance of that order the sum of $30,000 was paid to him. On the seventh of March, 1866, the further sum of $15,000 was paid to William Prescott Smith, (who had acquired a joint interest with the claimant,) the order which directed the payment reciting that that amount was “an advance to Smith on account of his joint interest with Camp in said cotton.” The net proceeds of the sale of the cotton, with the interest that had accrued on the bonds in which they were invested—in all, $366,170.83_were covered into the treasury, in pursuance of a joint resolution of congress, approved March 30, 1868.
On the twentieth of August, 1868, the heirs and representatives of Elgee brought suit against the United States in the court of claims, under the captured and abandoned property act, to recover those proceeds. That suit was pending and undetermined when the present action was commenced. The claim of Elgee's heirs and representatives was established, his loyalty having been shown only by proof that on the second day of May, 1864, he took the oath prescribed by President Lincoln's amnesty proclamation of December, 1863. It was in evidence that 25 per cent. of the proceeds of captured cotton was the remuneration ordinarily allowed by the treasury department to contractors, under the treasury regulations for collecting and bringing in such property.
Benj. F. Butler and 0. D. Barrett, for appellant. Asst. Atty. Gen. Maury, for appellee.
Mr. Justice HARLAN, after stating the facts in the foregoing language, delivered the opinion of the court:
Pursuant to authority conferred by the act of March 12, 1863, (12 St. 820,) the secretary of the treasury established and promulgated regulations providing for the appointment of supervising special agents, assistant special agents, and other agents, for receiving and collecting abandoned and captured property found within their respective agencies, and within the lines of military occupation by the United States forces, except such as had been used, or was intended to be used, for carrying on war against the United States. One of those regulations provided that when property was liable to be lost or destroyed, in consequence of its location being unknown to the special agents, or from other causes, and parties proposed, for compensation, to collect and deliver it to such agents, at points designated by them, “supervising special agents may contract, on behalf of the United States, for the collection and delivery to them of such property in their respective agencies, on the best