Miller v. U.S. Cas. Co.

• Decision Date: 30 October 1900
• Parties: MILLER v. UNITED STATES CASUALTY CO.
• Court: New Jersey Court of Chancery

47 A. 509

61 N.J.E. 110

MILLER

v. UNITED STATES CASUALTY CO.

Court of Chancery of New Jersey.

Oct. 30, 1900.

Bill by William Miller against the United States Casualty Company for discovery. Defendant's plea overruled, as false, and defendant ordered to answer interrogatories.

Complainant's bill alleges that in February, 1895, complainant and defendant entered into an agreement by which defendant obtained complainant's services to secure business for defendant, an insurance company, from other companies, by which it was agreed that, if no such business was secured, complainant should be paid $50 a week, besides expenses, and that, if business was procured, the compensation of complainant should be adjusted between complainant and defendant upon some basis proportionate to the value of the work. Complainant, as his bill alleges, undertook the work, and through his efforts the American Accident Insurance Company of Kentucky entered into negotiations with defendant and with one Chace, the general manager of defendant company, and that partly through complainant's efforts, and partly by direct negotiations with the defendant and its officers and managers, the Kentucky Company entered into an agreement with the defendant, the terms of which complainant has not been able to ascertain, but in consequence of the agreement all of the business of the Kentucky Company was transferred to the defendant, whereby defendant has made a large profit; that this agreement between the two companies was made in May or June, 1895, when the Kentucky Company had 5,571 members, holding policies aggregating $21,211,100, and that a very large portion, if not all, of this business was secured by defendant, but complainant is not able to state the number of policies transferred, their aggregate amount, or the profit thereon, as defendant's manager, for the purpose of defrauding complainant of his compensation, concluded the negotiations without complainant's knowledge, and concealed from him the nature of the contract and the fact of its consummation. Complainant alleges further that he is entitled to receive from defendant a large sum as compensation under the agreement, but that he is unable to ascertain the compensation he is entitled to or the value of his services, or to safely and properly bring any action to recover without discovery of the terms of the agreement between the companies, and the number of policies transferred to defendant in consequence, and the profits made thereon by the defendant, of which facts the defendant is alleged to have exclusive knowledge. Application is alleged to have been made by complainant to the defendant for this information, but the company refuse to give it, and refuse to enter into any negotiations with complainant as to his compensation, or to pay him any sum for his services. An answer to the bill is prayed, and discovery is specially prayed as to whether an agreement was made with the Kentucky Company, its date, and the full terms thereof, and what policies were received in pursuance of the agreement, and the aggregate amount of insurance thereon. The prayer is added, "And that your orator may have such further and other relief as the nature of the case may require." To this bill the defendant, as to discovery of the terms of the contract, the number of policies transferred, and the profits made, pleads that the negotiations between the companies were not due to, nor in any way the consequence of, any efforts of the complainant, nor was it through his efforts that the Kentucky Company entered into negotiations with defendant or its general manager, and it is not true that it was partly or to any extent through complainant's efforts that the Kentucky Company entered into an agreement with defendant The plea then adds, "And that, although it is true that a part of the business and some of the policies of the Kentucky Company were transferred to the defendant in pursuance of an agreement made between them, it is not true that defendant was thereby enabled to make any profit, nor that it did make profit, and it is not true that under the agreement made between complainant and defendant and by reason of anything done by the complainant, the complainant is entitled to any compensation by reason of the fact that the agreement was made between the defendant and the Kentucky Company, or that certain business and policies were transferred from that company to defendant" The plea is set up to bar answer to the bill, and the discovery as to the terms of the contract or the number of policies or value of business transferred, or any of the matters of which discovery is sought by the bill. Complainant filed a replication to the plea, and both parties have proceeded to proof. The proofs taken are upon the defense in the plea, that the contract between the parties was not due to the efforts of the complainant No proofs have been taken to support the allegation in the plea that the defendant, by the transfer of the business and the policies of the Kentucky Company, was not enabled to make any profit; and upon the issue raised by inference, in the plea, that a part of the business and policies was transferred, the defendant's proofs show that the business and all the outstanding risks of the Kentucky Company were transferred to the defendant which assumed the Kentucky Company's liability thereon.

Edwin B. Goodell, for complainant.

E. Q. Keasbey, for defendant.

EMERY, V. C. (after statement of issues). Complainant's right of action, as disclosed by this bill and proofs, is a purely legal right, and, in a court of law, depends for its establishment upon complainant's proving three things: First, defendant's contract to compensate him, according to the value of his work, if he secured business for defendant; second, that he secured, or assisted in securing, the business of the Kentucky Company; and, third, that this business was valuable to the defendant. Sufficient proof of all of these three facts would be necessary to maintain his case at law. Defendant's plea does not reach to a denial of the whole of complainant's legal case, but to two of the facts or parts which constitute this case, viz. a denial that complainant secured the contract, and that the contract was profitable. Both of these issues will be issues in the action at law to be brought. Had the plea been set down for hearing, my present view is that it must have been overruled, and mainly for the reason that the plea sets up as a bar to the discovery, in aid of the action at law, a denial which is a denial of only one of the several grounds which together constitute the basis of the legal...