Massachusetts General Hospital v. State Mutual Life Assurance Co. , 70 Mass. 227 ( 1855 )

Dewey, J.^*

It is objected to the maintenance of this bill, that the plaintiffs have a plain, adequate and complete remedy at law, if any right exists on their part to require the payment of the money demanded of the defendants. This objection, if open, would, as we think, be untenable, the case being one in which an account was properly asked for. But under the decisions of this court in the cases of Clark v. Flint, 22 Pick. 231, and First Congregational Society in Raynham v. Trustees of Ministerial Fund, 23 Pick. 148, this objection, had it existed, should have been taken earlier. The defendants filed their answer to the bill on the merits, without taking any such objection until the argument of the case. It was then too late, the court having jurisdiction of the subject matter.

The question is therefore properly before us as to the liability of the' defendants to pay to the plaintiffs any sum of money as one third of the net profits that have accrued to the defendants in making insurances on lives.

The St. of 1817, c. 180, incorporating the Massachusetts Hospital Life Insurance Company, had, with a view of aiding a public charity, required of that corporation the payment of one third of the net profits, arising from insurances on lives, to the trustees of the Massachusetts General Hospital; subject to the condition that a similar tax or contribution to this public charity should be required of all future corporations incorporated by the legislature with authority to make insurance on lives upon land. Various acts of incorporation, with such powers, have been passed by the legislature; as that of the New England Mutual Life Insurance Company, St. 1835, c. 109; the Equitable Life Assurance Society of Boston, St. 1844, c. 175 ; and that incorporating the defendants for the like purpose, St. 1844, c. 177; each of which acts contained a provision requiring the payment to the Massachusetts General Hospital of one third of the net profits oí insurance on lives. This provision was intended to meet the condition, above referred to, in the act incorporating the Massachusetts Hospital Life Insurance Company. In terms, it certainly did; but it was not easy to apply the provision to the cases of these latter companies, as they were mutual companies, having a guaranty capital, while the Massachusetts Hospital Life Insurance Company was a stock company exclusively.

In the cases of companies having a guaranty capital, the question arises, what constitutes net profits on insurance on lives, one third of which is to be paid over to the Massachusetts General Hospital. The defendants contend that there are no net profits under their act of incorporation, to be paid over; and nothing for § 7 of that act, requiring such payment, to operate upon ; the owners of the stock of the guaranty capital having, by the act, the right to receive an annual dividend not exceeding seven per cent., and the by-laws requiring that full sum to be paid annually, and the other members being a mutual company; and contend that, as respects the latter, the full amount of seven per cent, paid to the holders of the guaranty capital should be taken and estimated exclusively as expenses, and not as profits.

Great difficulty would arise as to the proper mode of giving effect to § 7 of the act of incorporation of the defendants, if the case were to be settled upon that act alone. But the legislature have since, to remedy this difficulty, passed “ an act in addition to the several acts incorporating mutual life insurance companies,” St. 1846, c. 82, which in direct terms declares what shall be deemed net profits, one third of which is to be paid over to the Massachusetts General Hospital. It expressly declares that the net profits for this purpose 11 shall be taken to be the excess of the dividend over six per centum annually, payable by the said companies respectively to the holders of the guaranty capital stock actually paid in.” This statute directly meets the case, and defines what are to be deemed net profits.

The only question is therefore whether the St. of 1846, c. 82, is a constitutional act. It is said by the defendants that this act is unconstitutional, because it violates the vested rights of the defendants acquired under their act of incorporation. If this were so, the act can have no effect. But all acts of incorporation, passed since the 11th of March 1831, which contain no express provision limiting their duration, are, by the provisions of the statutes of the Commonwealth existing from that period to the present, subject to alteration, amendment or repeal. St. 1830, c. 81. Rev. Sts. c. 44, § 23. The act incorporating the defendants was passed in the year 1844, long after the enactment of the revised statutes, and was of course accepted by the corporators subject to the provisions of those statutes. This seems to put at rest all further question as to the constitutionality of the St. of 1846, c. 82; and this being so, the defendants are bound by it, and must govern themselves accordingly. Roxbury v. Boston & Providence Railroad, 6 Cush. 424.

The result is therefore that this bill is maintained, and the defendants must render an account, and pay over to the plaintiffs one third of the net profits of insurance upon lives, in accordance with the requirements of St. 1846, c. 82.

Decree accordingly

* Thomas, J. did not sit in this case