Supreme Commandery United Order of the Golden Cross of the World v. Merrick

• Decision Date: 29 February 1896
• Citation: 43 N.E. 127,165 Mass. 421
• Parties: SUPREME COMMANDERY UNITED ORDER OF THE GOLDEN CROSS OF THE WORLD v. MERRICK et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

165 Mass. 421

43 N.E. 127

SUPREME COMMANDERY UNITED ORDER OF THE GOLDEN CROSS OF THE WORLD

v.MERRICK et al.

Supreme Judicial Court of Massachusetts, Suffolk.

Feb. 29, 1896.

Bill of interpleader by the Supreme Commandery United Order of the Golden Cross of the World against Spencer R. Merrick, Joseph W. Chase, Emma I. Chase, and others to have it determined to whom shall be paid a fund due under a benefit certificate. Decree for defendants Chase, who were named as beneficiaries in the certificate.

Allin & Mayberry, for plaintiff.

Josiah H. Quincy, for defendants.

HOLMES, J.

This case has been considered by this court on a former occasion (40 N.E. 183); and at that time, with a view of shortening litigation, if possible, we intimated that the laws of the corporation were not to be read as attempting to limit the absolute power of disposition given to the members by the charter. The charter does not appear to be qualified by any general statutes of Tennessee. 163 Mass. 374, 376, 40 N.E. 183. See Insurance Co. v. Miller's Adm'r, 13 Bush, 489;Raub v Association, 3 Mackey, 68. The tenor of the decision also implies that a corporation of another state lawfully doing business here is not forbidden by our laws to make contracts naming beneficiaries who cannot take under a contract with a Massachusetts corporation. The question arises under the acts of 1890 and 1892, as the certificate under which this bill of interpleader is brought was issued on December 2, 1892. By those statutes, corporations like the plaintiff, “now transacting in this commonwealth business as herein defined, may continue such business upon the plans heretofore governing them, as reported to the insurance department, and by otherwise conforming to the provisions of this act.” St.1890, c. 341, § 1, and St.1892, c. 40, § 1, amending St.1888, c. 429, § 11. The natural interpretation of this language is that the corporations are allowed to do business in accordance with their charters and by-laws, if, as is to be presumed and as appears in this case from the report, the charters and by-laws have determined the “plans heretofore governing them.”

The earlier statute of 1888, before it was amended, was a little more ambiguous, and very likely was amended for that reason; but we find nothing in the original section 11 which absolutely requires a different construction. That section allowed the corporations “now transacting in this commonwealth business as herein defined,” etc., as the plaintiff was doing, “to continue such businesswithout incorporating under this act, by conforming in other respects to the foregoing provisions,” etc. It is argued that the requirement of conformity to the foregoing provisions limited the foreign corporations to the beneficiaries mentioned in section 8. That section was one giving powers to domestic corporations, among other things, to...