Nw. Nat. Ins. Co. v. Freedy

• Decision Date: 03 December 1929
• Citation: 227 N.W. 952,201 Wis. 51
• Parties: NORTHWESTERN NAT. INS. CO. v. FREEDY, STATE COMMISSIONER OF INSURANCE.
• Court: Wisconsin Supreme Court

201 Wis. 51

227 N.W. 952

NORTHWESTERN NAT. INS. CO.

v.FREEDY, STATE COMMISSIONER OF INSURANCE.

Supreme Court of Wisconsin.

Dec. 3, 1929.

Appeal from a Judgment of the Circuit Court for Dane County; August C. Hoppmann, Circuit Judge.

Suit by the Northwestern National Insurance Company against M. A. Freedy, State Commissioner of Insurance. From the judgment, plaintiff appeals. Affirmed.--[By Editorial Staff.]Fawsett & Shea, of Milwaukee, for appellant.

John W. Reynolds, Atty. Gen., and Hugh A. Minahan, Deputy Atty. Gen., for respondent.

CROWNHART, J.

This case arises upon an agreed statement of facts under section 269.01 of the Statutes.

The plaintiff is an insurance corporation organized by special act of 1869, which authorized such corporation as follows:

“Section 2. The capital stock of said corporation shall be one million dollars, and may be increased to five million dollars at the discretion of the stockholders * * *

“Section 5. Said corporation shall have full power and authority to take risks and make insurance on vessels, and all property laden on board thereof; upon houses and other buildings, and the furniture and goods contained therein, and upon all other subjects of insurance * * *

“Section 7. The business of this company shall be carried on in the city of Milwaukee and elsewhere, by agencies, as the directors shall direct. * * *

“Section 9. This act shall be and is hereby declared to be a public act, and the same shall be construed liberally for the purposes herein granted, and shall take effect and be in force from and after its passage.” Priv. & Loc. Laws 1869, c. 63.

Its charter so granted expired in 1919. Since then it has continued to do business pursuant to subdivision (4), § 203.50, Stats., enacted by chapter 460, Laws of 1909, which reads:

“203.50(4) Every insurance corporation heretofore organized and now doing business under the provisions of any law of this state is continued without any limitation whatever upon the duration of its corporate existence, notwithstanding any limitation heretofore imposed by law or incorporated into its articles of organization.”

[1] The plaintiff contends that by virtue of its thus expressly granted or implied powers it has authority to organize a subsidiary insurance company to write casualty insurance, and to purchase and own all the stock of such subsidiary company, and to control and manage the same through its officers and agents.

Corporations are creatures of the statutes, without power except such as is expressly granted or necessarily implied. Kappers v. Cast Stone Construction Co., 184 Wis. 627, 200 N. W. 376.

Counsel for appellant has not called our attention to the fact that the act of incorporation of appellant company expressly provides that the company may invest its surplus or unemployed capital or money in stocks. Section 5, c. 63, Priv. & Loc. Laws 1869. However, we assume the omission was advisedly made because of section 201.36, Stats., found in the Revised Statutes of 1878 as section 1914, which provides:

“201.36. * * * All fire or fire and inland navigation or transportation insurance companies organized under any law of this state shall be subject to all the provisions of this chapter properly applicable thereto, except that their capitals may continue of the amount and character provided by their respective charters during the term authorized by such charters, and their investments may remain as prescribed by their charters, and they shall enjoy any peculiar privileges and powers given in their charters not inconsistent with this chapter,”

“This chapter” referred to chapter 89 of the Revised Statutes of 1878, entitled “Insurance Corporations.”

This section clearly means that the company may continue its existence for fifty years, the term provided in the act of incorporation, with all its rights granted under the act unimpaired, and thereafter with all such privileges and powers not inconsistent with the general law applicable to like insurance companies. Undoubtedly the general law applicable to such insurance companies now applies to the appellant company. Hence subdivision (3), § 201.25, Stats., which provides that “no domestic insurance corporation, including any domestic insurer, shall make any investment not authorized by law,” applies to the appellant company.

The act incorporating the appellant company does not authorize it to write casualty insurance. On the contrary, it is limited to writing insurance “on vessels, and all property laden on board thereof; upon houses and other buildings, and the...