Tolbert v. Modern Woodmen of America

Decision Date07 January 1915
Docket Number12094.
CourtWashington Supreme Court
PartiesTOLBERT v. MODERN WOODMEN OF AMERICA.

Department 1. Appeal from Superior Court, King County; R. B. Albertson Judge.

Action for injunction by Walter M. Tolbert against the Modern Woodmen of America. Judgment for defendant, and plaintiff appeals. Affirmed.

Elias A. Wright, of Seattle, for appellant.

Benj. D. Smith, of Mankato, Minn., and Ralph Simon, of Seattle, for respondent.

PARKER J.

The plaintiff, Walter M. Tolbert, commenced this action in the superior court for King county, seeking an injunction to prevent the defendant, Modern Woodmen of America, from canceling his benefit certificate which evidences his membership and insurance in the defendant society. The plaintiff has appealed from the judgment of the superior court denying the relief prayed for.

Respondent is an incorporated fraternal beneficiary society organized and existing under the laws of the state of Illinois, with its principal place of business at the city of Rock Island in that state. It has local branches, called 'camps,' in the several states of the Union, one of which is at Seattle, in this state. In May, 1910, appellant made application for, and was admitted to, membership in the Seattle camp, when a benefit certificate was issued to him by the proper officers of the society at Rock Island, evidencing his membership in the society and the right of his beneficiary named in the certificate to participate in the benefit fund of the society to the amount of $1,000 in case of his death while a member in good standing. On March 21 1913, the head clerk of the society at Rock Island, evidently acting at the instance of the executive council of the society, gave notice in writing to appellant as follows:

'Modern Woodmen of America.
'A Fraternal Beneficiary Society.
'Rock Island, Ill., Mar. 21, 1913.
'Mr. Walter M. Tolbert, Box 16, R. D. No. 2, Seattle, Washington--Esteemed Neighbor: Complaint has been filed at this office to the effect that at the time of the head physician's approval of your application for beneficial membership in this society, you were past 45 years of age. You are therefore notified that the executive council of this society will be in session in its council chamber in the head office building of the society, at Rock Island, Ill., on the 17th day of April, 1913, at 10 o'clock a. m., or as early thereafter as possible, at which time and place you may appear, in person or otherwise, to show cause why your benefit certificate should not be declared to be absolutely null and void, and to have been so at all times, on account of your having been past 45 years old at the time of the head physician's approval of your application for beneficial membership in this society.
'Fraternally yours, C. W. Hawes,
'Head Clerk, M. W. of A.'

This notice was received by appellant at Seattle in due course of mail a few days later. Evidently deeming this a threat by respondent to cancel his benefit certificate. appellant on March 31, 1913, several days before the time appointed for the hearing before the council, as stated in the notice, commenced this action in the superior court, for King County, seeking to enjoin the cancellation of his benefit certificate. It is to be noticed that the injunctive relief sought is against alleged threatened action of officers of the society at its headquarters, in the state of Illinois, under whose laws it exists as a corporation.

We are constrained to hold that the denial of relief and judgment of dismissal rendered in the superior court must be affirmed if for no other reason than that of want of jurisdiction in the courts of this state to interfere with the internal affairs of a foreign corporation; since the alleged threatened act sought to be restrained would be but the exercise of claimed authority of the officers of the society at its home office beyond the territorial jurisdiction of the courts of this state. In North State Copper & Gold Mining Co. v. Field, 64 Md. 151, 20 A. 1039, there was involved the threatened forfeiture of the rights of a stockholder in a corporation existing under the laws of the state of North Carolina, hence foreign to the territorial jurisdiction of the courts of Maryland. Disposing of the contention there made, that the stockholder was entitled to mandamus against the corporate authorities to reinstate him in his rights as a stockholder, and refusing to assume jurisdiction, the court observed;

'It may not be in all cases easy to draw a clear line of distinction between the acts of a corporation relating to its internal management, and those which do not. But we apprehend the distinction to be this: That where the act complained of affects the complainant solely in his capacity as a member of the corporation, whether it be as stockholder, director, president, or other officer, and is the act of the corporation, whether acting in stockholders' meeting, or through its agents, the board of directors, that then such action is the management of the internal affairs of the corporation, and, in case of a foreign corporation, our courts will not take jurisdiction. Where, however, the act of the foreign corporation complained of affects the complainant's individual rights only, then our courts will take jurisdiction, whenever the cause of action arises here.
'The controversy in the case before us arises entirely out of the internal management of the affairs of the company. It is the complaint of a stockholder that he has been deprived of his rights, as a stockholder, by the illegal action of the board of directors. His complaint is that he is still a stockholder, and a member of the corporation, and entitled to his vote at the stockholders' meeting, etc., but that these rights have been withheld from him by the action of the directors, and he seeks to be reinstated as a member of a foreign corporation by the action of a Maryland court. He seeks this through the extraordinary remedy of a mandamus, to compel the board of directors to place on their books his name as a stockholder, and thus to restore him to all the rights of a member of the corporation, which the directors say he had forfeited.'

In Royal Fraternal Union v. Lunday, 51 Tex.Civ.App. 637, 113 S.W. 185, there was involved a threatened deprivation of the rights of a member of the Union, a fraternal insurance association, by its officers at its home office; it being a foreign corporation beyond the territorial jurisdiction of the courts of Texas. The court disposed of the claimed right of the insured to an injunction against the home officers of the union to prevent cancellation of his policy as follows:

'Putting that construction upon his petition most favorable to the appellee, his allegations amount to this: That the appellant is a foreign corporation, with its domicile in the state of Missouri, and is engaged in the business of issuing policies of insurance against sickness, accident, and death; that it is doing business in this state under and by virtue of a permit from the proper officer; that the appellee is the holder of one of the appellant's policies of insurance, without naming the benefits agreed to be paid; that he has promptly paid in full, as they accrued, all of the dues and assessments required of him by the terms of his policy, and is therefore entitled to be regarded as a policy holder in good standing; that, notwithstanding those facts, the appellant is wrongfully threatening to cancel and declare forfeited the policy issued to the appellee; that unless the appellant is restrained from so doing it will cancel and declare forfeited the aforesaid policy of insurance; that the appellee is now over 60 years of age, and, if his policy of insurance is forfeited, he will be without protection, inasmuch as he will be unable, by reason of his age, to obtain any further insurance. It thus appears from the allegations of the appellee that he is asking a court of equity in this state to enjoin the officers and agents of a foreign corporation, domiciled in another state, from doing certain acts in and about their business affairs in that state. The court below having granted the relief prayed for, let us suppose that this court should affirm that judgment. The question would then arise: How is such a decree to be enforced in the event the officers and agents of the appellant company should persist in doing the acts prohibited? Such a judgment could only operate in personam, and obedience to the court's mandate can
...

To continue reading

Request your trial
8 cases
  • Ellis v. Mutual Life Ins. Co. of New York
    • United States
    • Supreme Court of Alabama
    • 9 Febrero 1939
    ...... war outside of the continental limits of the United States of. America and the Dominion of Canada. [187 So. 438] . . "If. ...Denton, 229. Mo. 187, 129 S.W. 709, 138 Am.St.Rep. 417; Tolbert v. M. W. A., 83 Wash. 287, 145 P. 183; Rogers v. Guaranty. Trust ......
  • Mo. Cattle Co. v. Great Southern Life Ins. Co.
    • United States
    • United States State Supreme Court of Missouri
    • 1 Julio 1932
    ...51 Tex. Civ. App. 637, 113 S.W. 185; Taylor v. Mutual Res. Fund Life Assn., 97 Va. 60, 45 L.R.A. 621, 33 S.E. 385; Tolbert v. Modern Woodmen, 83 Wash. 287, 145 Pac. 183. (c) Any cause of action that plaintiff may have in the future against defendant under said policy not yet having matured ......
  • Missouri Cattle Loan Co. v. Great Southern Life Ins. Co.
    • United States
    • United States State Supreme Court of Missouri
    • 10 Junio 1932
    ......Fund Life Assn., 97 Va. 60, 45 L. R. A. 621, 33 S.E. 385; Tolbert v. Modern Woodmen, 83. Wash. 287, 145 P. 183. (c) Any cause of action ...Co., 2. Mo.App. 262; Hanley v. The Life Assn. of America, 69. Mo. 380; Thompson v. St. Louis Mutual Life Ins. Co., . 52 Mo. ......
  • Grismer v. Merger Mines Corporation
    • United States
    • U.S. District Court — Eastern District of Washington
    • 21 Marzo 1942
    ...with the management of the internal affairs of a foreign corporation. That plaintiffs do so ask is clear. Tolbert v. Modern Woodmen of America, 83 Wash. 287, 145 P. 183. However, the reach of the Tolbert decision is limited to the application of the rule when the principal place of business......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT