United Order of Golden Cross v. Merrick , 165 Mass. 421 ( 1896 )

Holmes, J.

This case has been considered by this court on a former occasion, and at that time, with a view to shortening litigation if possible, we intimated that the laws of the corporation were not to be read as attempting to limit the absolute power of disposition given to the members by the charter. The charter does not appear to be qualified by any general statutes of Tennessee. 163 Mass. 374, 376. See Kentucky Masonic Ins. Co. v. Miller, 13 Bush, 489; Raub v. Masonic Mutual Relief Association, 3 Mackey D. C. 68. The tenor of the decision also implies that a corporation of another State lawfully doing business here is not forbidden by our laws to make contracts naming beneficiaries who cannot take under a contract with a Massachusetts corporation. The question arises under the statutes of 1890 and 1892, as the certificate under which this bill of interpleader is brought was issued on December 2, 1892. By those statutes corporations like the plaintiff, “ now transacting in this Commonwealth business as herein defined, may continue such business upon the plans heretofore governing them, as reported to the insurance department, and by otherwise conforming to the provisions of this act.” St. 1890, c. 341, § 1, and St. 1892, c. 40, § 1, amending St. 1888, c. 429, § 11. The natural interpretation of this language is that the corporations are allowed to do business in accordance with their charter and bylaws if, as is to be presumed, and as appears in this case from the report, the charter and by-laws have determined the “ plans heretofore governing them.”

The earlier statute of 1888, before it was amended, was a little more ambiguous, and very likely was amended for that reason; but we find nothing in the original § 11 which absolutely requires a different construction. That section allowed the corporations “ now transacting in this Commonwealth business as herein defined,” etc., as the plaintiff was doing, to “continue such business without incorporating under this act, by conforming in other respects to the foregoing provisions,” etc. It is argued that the requirement of conformity to the foregoing provisions limited the foreign corporations to the beneficiaries mentioned in § 8. That section was one giving powers to domestic corporations, among other things, to assess members for a sum to be paid to beneficiaries of the classes mentioned. It might be said, of course, that there was an implied prohibition against allowing beneficiaries to be named outside the designated classes, and that this implied prohibition was embraced in the words “ foregoing provisions.” But the requirement of conformity to provisions more naturally and obviously refers to express prohibitions and commands, like that in § 10, forbidding reinsurance with unauthorized organizations, than to an implication from language the direct purpose of which is to grant powers to domestic corporations formed under the act. The foreign corporation derives its powers as a corporation from its foreign charter, so that the empowering words in their primary operation cannot apply to the plaintiff.

At all events, we are of opinion that any doubt raised by the statute of 1888 is disposed of by the later statutes; and we come to the conclusion the more readily as the naming of beneficiaries does not affect the validity of the contract, but simply is a declaration of trust, which is not necessarily or properly a matter for regulation by the lex loci contractus. The contract being valid, the corporation foreign, and its charter recognizing any beneficiaries named by the member, there would seem to be no propriety in this State refusing to enforce a claim which would be valid outside of it. The designation of beneficiaries in the last certificate issued is valid.

The letter of Joseph W. Chase to the member, thanking her for making him a beneficiary, and saying that he would pay the assessments, is not within St. 1888, c. 429, § 9, as amended by St. 1890, c. 341, § 1. It does not make the certificate conditional upon an understanding that the beneficiary shall pay the dues, which seems to be what the amendment is aimed at. It does not even make the assignment conditional.

Decree accordingly.