Mutual Assurance Society of Va. v. Board of Supervisors , 4 W. Va. 343 ( 1870 )

Brown, President.

The important question is presented in this case, whether or not the complainant company, chartered under the laws of Vii’ginia before the late war of rebellion, and having its office and place of business, its officers and directory in the city of Richmond, Virginia, could, during the said war, levy assessments upon the defendant and the court-house of Berkeley county, the property insured by them and their predecessors in said company, before the war, for losses occuring to said company during the war. That is to say, whether the said company could, in the city of Richmond in 1864, levy as aforesaid, in the rebel territory, for the years 1861-2-3-4-5, and again in the year 1865 for the year 1866, on property and the defendant in loyal territory, with interest on the respective quotas so levied for each year, or whether such a transaction would be forbidden by the policy of the law, and the corporation dissolved, at least during the war, as between the parties, plaintiff and defendant. It seems to me that the principles settled in the case of Griswold vs. Waddingtou, 16 Johns., 348; Winternitz vs. Hyland and Ramer, 3 W. Va. Rep., 461; Ouatchita Cotton, 6 Wallace, 521; Coppell vs. Hall, 7 Wal., 542; Morrison & Oakes vs. Lovell, infra; and United States vs. Crossmeyer, just decided by the supreme court of the United States, and will probably be reported in 8 Wal., are conclusive of this case, that no such levy and assessment as set up could be tolerated, no such liability on the part of the defendant, as claimed by the complainant, could be created or allowed to exist. But that the corporation, if not actually dissolved, at least was so far so as to suspend its powers over the defendant, to subject it to liability then and forever, for matters accruing dui'ing the war, and during that time to sunder the former relations existing between them. Such would unquestionably have been the case had the parties been partners, and the same effect must follow where the relation is through a corporation. The law in such case, looks to the substance, and not to the shadow.

The act of the 27th of November, 1868, therefore, did not interfere with any vested or corporate right of the complainant in the premises, and is not, therefore, on that account, repugnant to the constitution, and beyond this, its validity is not questioned in this case, and not therefore otherwise considered.

I think, therefore, that the circuit court, though for a wrong reason, properly dismissed the bill; and that decree should be affirmed with costs and damages to the appellee.

The other judges concurred.

Decree arrirmed.