State v. Vandiver

Decision Date22 May 1909
Citation222 Mo. 206,121 S.W. 45
CourtMissouri Supreme Court
PartiesSTATE ex rel. EQUITABLE LIFE ASSUR. SOCIETY OF THE UNITED STATES v. VANDIVER, Insurance Superintendent.<SMALL><SUP>†</SUP></SMALL>

Act March 1, 1907 (Laws 1907, p. 315), is entitled "An act relating to the salaries and compensation of officers of life insurance companies." Section 1 declares that no domestic insurance company shall pay a salary to any one person of more than $50,000, unless authorized by vote of the board of directors, and section 2 declares that no life insurance company which pays a salary or compensation for services of more than $50,000 per annum shall be licensed to do business within the state. Held, that section 2 was in the nature of a penalty, and that the statute was not therefore objectionable as containing a double subject not expressed in the title, under the rule that any matter germane thereto, and naturally connected with the subject contained in the title, is sufficiently covered thereby.

4. INSURANCE (§ 20) — REGULATION — LICENSES.

Act March 1, 1907 (Laws 1907, p. 315), prohibiting the issuance of a license to insurance companies paying a salary greater than $50,000 to any one person, does not attempt to fix the salaries such companies may pay, nor require the expulsion of any company from the state paying greater salaries, but merely prohibits the granting of a new license to such a company after the expiration of its current license.

5. INSURANCE (§ 20) — LICENSE — EFFECT.

A license authorizing an insurance company to do business within the state is not a contract, but a mere grant of authority for the space of one year.

6. INSURANCE (§ 20) — LICENCES — REFUSAL — EFFECT.

The only effect of the insurance commissioner's refusal to renew an insurance company's license to do business within the state is to prevent it from making new contracts, or transacting new business, in the state after the expiration of its current license, being without effect on any former transaction.

7. CONSTITUTIONAL LAW (§ 120) — OBLIGATION OF CONTRACTS — FOREIGN CORPORATIONS — BUSINESS WITHIN STATE — LICENSE.

Statutes, providing for the control and management of corporations doing business within the state, and licenses issued pursuant thereto, are not contracts, but are mere police regulations, which may be amended or appealed by the Legislature at pleasure, without violating any right of corporations previously licensed.

8. CORPORATIONS (§ 636) — FOREIGN CORPORATIONS — REGULATION.

The Legislature being authorized to exclude all foreign corporations from the state, such a corporation cannot complain of conditions imposed by law precedent to its right to a license to continue business within the state.

9. INSURANCE (§ 20) — FOREIGN CORPORATIONS — LICENSE — RENEWAL — REFUSAL.

That a foreign insurance company had invested large sums of money in Missouri, relying on a license previously granted under statutes then in force, did not prevent the insurance commissioner from refusing a renewal license, under Act March 1, 1907 (Laws 1907, p. 315), forbidding renewal to companies paying salaries to any one officer of more than $50,000, on the theory that there was an implied contract between the corporation and the state; the insurance commissioner not being authorized to enter into any contract, express or implied, but to issue a license only, and the Legislature being without power to contract away the police power of the state inherent in and inseparable from sovereignty, except so far as released in the federal Constitution.

10. INSURANCE (§ 20) — REGULATION — FOREIGN CORPORATIONS — LICENSE.

Act March 1, 1907 (Laws 1907, p. 315), prohibiting the issuance of a renewal license to an insurance company paying more than $50,000 per annum salary to any one person, was not objectionable as an attempt to regulate the internal affairs of such corporations, but was a valid police regulation for the protection of the citizens of Missouri accepting insurance in such companies, to prevent the profligate waste of assets.

Graves, Fox, and Lamm, JJ., dissenting.

In Banc. Mandamus by the State, on relation of the Equitable Life Assurance Society of the United States, against William D. Vandiver, Superintendent of Insurance. Writ denied.

Relator, a foreign insurance company organized under the laws of New York, seeks by mandamus to compel the State Superintendent of Insurance to renew its license to do business in this state as per the conditions fixed by Rev. St. 1899, § 7888 (Ann. St. 1906, p. 3745), which section reads: "Renewal of Authority. — If the said annual statements mentioned in sections 7880 and 7887 shall have been made in conformity with the requirements of said sections, and the superintendent, after deducting from said statement all worthless and doubtful assets, shall be satisfied as to the solvency or condition of the company filing the same, and its ability to meet all its engagements at maturity, he shall issue a renewed certificate of authority to such company to continue business; and no company not incorporated under the laws of this state shall continue to do business until a renewed certificate is issued." An alternative writ was issued, from which we gather that relator was, at the time of, and for a long time prior to, its application for a renewal of its license or certificate to do business in this state, paying, and had been paying, one of its officers a salary in excess of $50,000 per year; that relator for many years had been doing business in Missouri, and that, when it applied for and received its original certificate or license to do business in the state, said section 7888 was then in force, as were also what are Rev. St. §§ 7842, 7989 (Ann. St. 1906, pp. 3726 and 3798); that the relator at the date of its entrance in the state, under the statutes aforesaid, paid the fees and complied with all conditions required by law for its admission to do business in the state, and that, during all the time since said date, has complied with the law, and has received each year a renewal of its certificate of authority to do business in the state, the last renewal being of date March 1, 1907; that prior to March 1st it complied with all the provisions of said section 7888, and otherwise complied with the laws of the state, so as to entitle it to a renewal of its certificate to do business on said date, and that it thereby became the duty of respondent, the Superintendent of Insurance, to issue such renewed certificate. The alternative writ then shows the vast volume and character of relator's business in Missouri, as well as the vast sums it has invested in the state in real estate and mortgages, as also the taxes paid to the state by it. The writ then shows that the respondent refused the renewal of its certificate solely because relator pays one of its officers a salary in excess of $50,000 per year, and because to issue the same would be in violation of the following act of the Legislature, enacted in the year 1907:

"An act relating to the salaries and compensation of officers and agents of life insurance companies.

"Section 1. No domestic life insurance company shall pay any salary, compensation, or emolument to any officer, trustee or director thereof, nor any salary, compensation or emolument amounting in any way to more than $50,000 to any person, firm or corporation, unless such payment be first authorized by a vote of the board of directors of such life insurance company and the record of such entered in the minutes of the meeting when such action was taken.

"Sec. 2. No life insurance company, which pays as salary or as compensation for services or as an emolument or allowance of any kind whatever more than $50,000 per annum to any one person shall be licensed to transact business in this state."

From the alternative writ it appears that relator attacks the validity of this act of the General Assembly of Missouri, for the reasons expressed in this language: "Said act of 1907 is invalid, void, and of no effect as against relator, in that: (a) The act as properly construed does not apply to foreign insurance companies; (b) the act is unconstitutional, in that it limits the compensation of officers, agents, and employés of a corporation for all their services within or without the state of Missouri, thereby interfering with the right of contract, contrary to the provisions of sections 4 and 15, art. 2, of the state Constitution, and section 10, art. 1, of the fourteenth amendment to the Constitution of the United States; (d) the act is unconstitutional in that it contains more than one subject, and the subject is not clearly expressed in the title, contrary to the provisions of section 28, art. 4, of the state Constitution; (e) the act should not in any event be construed to apply to the renewed certificate of authority mentioned in section 7888." Respondent entered his appearance, and by way...

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