Jhons v. People
| Decision Date | 15 October 1872 |
| Court | Michigan Supreme Court |
| Parties | Philip Jhons v. The People |
Heard October 9, 1872
Error to Washtenaw Circuit.
Judgment affirmed.
C Joslin and G. V. N. Lothrop, for plaintiff in error.
Dwight May, Attorney-General, and H. J. Beakes, for the People.
The plaintiff in error was convicted of burning certain threshing-machines, with the intent to injure the insurers, The German Farmers' Fire Insurance Company.
A question is presented involving the legal existence of the insurance company for corporate purposes, which was made one of the main points in controversy on the argument. No objection seems to have been made to the testimony introduced on the trial, and the point, so far as we can judge, was first raised on the closing arguments, and appears before us in the exceptions to the judge's charge. It is doubtful how far it is properly open to consideration here, but as it was discussed in the charge, we shall dispose of it.
The insurance law under which the company acted, requires certain preliminary steps, and the preparation of articles, called in the law a charter, to be filed with the secretary of State. This charter is to be approved by the attorney-general (if found in proper form and properly executed), and the attorney-general is to certify such approval to the secretary of State, who is thereupon to appoint three persons, who are to certify, under oath, the payment of stock, or the possession of capital and assets required by law. The statute then proceeds in the following terms: "Copies of such certificate shall be filed in the office of the secretary of State, whose duty it shall then be to furnish the corporation with a certified copy of the charter and certificates aforesaid, which, upon being filed by them in the county clerk's office of the county in which such company is located, shall be their authority to commence business, and issue policies, and the same may be used in evidence for or against such corporation:" Sess. L., 1859, p. 1083, § 9.
The objection here seems to be, that no proof was given, that the copy of certificates and charter furnished by the secretary of State, had been filed in the clerk's office.
The insurance shown was admitted to be such as could be lawfully made, if the company was in condition to act under the statute. The inquiry is, therefore, narrowed down to the question, whether a policy made before filing such papers with the county clerk, is void.
The statute very clearly recognizes the corporation as existing as soon as the secretary of State receives the certificates of the attorney-general, and of the persons appointed to make the examination into the assets. It imposes an absolute duty on the secretary, to furnish copies to be filed in the county. If he should refuse to do so, the remedy by mandamus must evidently be sought, not by unincorporated individuals, but by the "corporation" to which he was directed by law to furnish them.
There being, then, a corporation capable of contracting, on the performance of certain things to be done after the corporate existence is perfect, the question whether it is a body corporate does not arise; and we are only to see whether a failure to perform the conditions referred to by a corporation in being can be set up by private persons to avoid corporate contracts.
We find no support for any such doctrine. The statute has not declared such contracts void, and the rule seems well settled that they are, at most, but violations of duty to the State which the State can punish by proceedings to forfeit the charter, or enforce penalties for the misdemeanor. The validity of corporate action, as between the parties, was discussed in Swartwout v. Mich. Air Line R. R. Co., 24 Mich. 389, and it is not necessary to consider the subject at length. If there was a contract in existence between the owner of the property burned and the insurance company, which was valid between the parties, then the company would be injured by the burning, and the accused would be liable, if he committed the act, whether he, himself, had ever dealt with the corporation or not. It was held in Cahill v. Kalamazoo Mutual Ins. Co.,...
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