Edwards v. American Mut. Benefit Ass'n

Full title: J.L. Edwards et al., Appellees, v. American Mutual Benefit Association…

Court: Appellate Court of Illinois, Fourth District

Date published: May 21, 1930

258 Ill. App. 20 (Ill. App. Ct. 1930)

Opinion

Opinion filed May 21, 1930.

1. FRATERNAL BENEFICIARY ASSOCIATIONS — liability of reincorporated company on certificate issued under old organization. The reincorporation of a mutual benefit association under the act of 1927, Cahill's St. ch. 73, ¶ 435 (1) et seq., does not affect the identity of the corporation, nor relieve it from liability upon one of its benefit certificates issued prior to the reincorporation.

2. FRATERNAL BENEFICIARY ASSOCIATIONS — liability of reincorporated company on old certificate not affected by compulsory acceptance of new charter. The liability of a reincorporated mutual benefit association, which has accepted its charter of reincorporation under the act of 1927, Cahill's St. ch. 73, ¶ 435 (1) et seq., on a benefit certificate issued prior to the reincorporation is not affected by the fact that it was either forced to accept, or voluntarily accepted, the new charter.

Appeal from the Circuit Court of Williamson county; the Hon. D.T. HARTWELL, Judge, presiding.

LEON A. COLP and STONE FOWLER, for appellant.

WILLIAM H. WARDER, for appellees.

MR. PRESIDING JUSTICE BARRY delivered the opinion of the court.

On June 1, 1922, the American Mutual Union issued a benefit certificate for $1,000 to Raleigh Edwards in which appellees were named as beneficiaries. Insured died October 16, 1927, and appellant paid appellees $420 on their claim. This suit was brought to recover the balance, a jury was waived and the court found the issues in favor of appellee and rendered judgment for $580.

Appellant contends that it is not liable because it never issued the certificate. The American Mutual Union was organized under section 29 of the General Corporation Act of 1872, Cahill's St. ch. 32, ¶ 159. In 1927 that statute was so amended that the insurer could only retain its corporate existence for six months after July, 1927, and for the sole purpose of winding up its business or reincorporating under some act, the enforcement of which comes within the jurisdiction of the Department of Trade and Commerce.

In 1927 the legislature passed another act for the incorporation of mutual benefit associations on the assessment plan, intended to benefit the widows, orphans, heirs and devisees of deceased members, etc., Cahill's St. ch. 73, ¶ 435 (1). Section 15 of that act provides that any existing domestic corporation transacting business under section 29 of the Corporation Act of 1872, may reincorporate under the new act of 1927 by filing a declaration with the director of Trade and Commerce of its desire so to do.

The directors of the American Mutual Union filed their declaration, under section 15 of the act of 1927, with the director of Trade and Commerce expressing their desire to reincorporate under the name "American Mutual Benefit Association" and a reincorporation was duly effected on August 19, 1927. We decided the question involved in this case, against appellant's contention, in Jones v. Loaleen Mutual Benefit Ass'n, 255 Ill. App. 170, and our decision was affirmed by the Supreme Court in 337 Ill. 431. Appellant contends that the decision in the. Jones case is not controlling because there was no evidence in that case that the third paragraph of the declaration for reincorporation was forced upon the association by the director of Trade and Commerce. There is no evidence in the record in this case that there was any force used by the director of Trade and Commerce. There is evidence to the effect that the director furnished the blank form of declaration for reincorporation and that the directors of the American Mutual Union used that form without objection. Even if objections had been made the situation would remain the same. Whether appellant was forced to accept the charter of reincorporation, or whether it voluntarily accepted it, is of no consequence. It was accepted and appellant is the reincorporated corporation. In the Jones case, supra, we held that the mere reincorporation or amendment of a corporate charter will not affect the identity of a corporation nor relieve it from previous liability. There is nothing in the record in this case that would warrant us in reaching a different conclusion from that announced in the Jones case, supra. The judgment is affirmed.

Affirmed.