Opinion
Appeal from the District Court of the Nineteenth Judicial District, San Francisco.
The action was brought to recover premiums alleged to be due the plaintiffs, as agents of certain insurance companies, upon policies of insurance issued to sundry persons at the request of the defendant, acting as the agent for such persons. Judgment was rendered for the plaintiffs, and the defendant appealed.
COUNSEL:
An executory agreement by a corporation to do something not necessary, either directly or indirectly, to accomplish the purposes of its organization, is void. (Angell & Ames on Corporations, sec. 256; Coleman v. S. R. T. Co. 49 Cal. 519.) The alleged agreement to pay the premiums for other persons was not necessary, either directly or indirectly, to accomplish the corporate purposes of defendant. They were ultra vires .
J. M. Seawell, for Appellant.
Winans & Belknap, for Respondent, cited Hodges v. New England Screw Co. 1 R.I. 347; Angell & Ames on Corporations, sec. 158; Bissell v. The Michigan S. & N. V. R. R. Co. 22 N.Y. 258; Akin v. Blanchard, 39 Barb. 427; Nelson v. Eaton , 26 N.Y. 410; 12 Mich. 138; 7 Wend. 31; 2 Cow. 678; 5 Florida, 40.
OPINION
THE COURT
It is alleged in the complaint: " That defendant is a corporation created by and under the laws of this State, and organized pursuant to the same, to carry on the fire, marine, and inland navigation insurance business in the State of California and elsewhere." And the Court below found: " The defendant is and was * * * a domestic incorporation doing an insurance business."
We have been referred to no provision, and an examination of the statutes relating to insurance incorporations has resulted in the discovery of no provision, of law which would authorize the officers of the defendant to enter into or to carry into effect the contract sued upon. The contract was ultra vires, and neither the corporation or stockholders can be bound by it.
As to the averments contained in the amended complaint, the District Court failed to pass upon the issues presented by them. We cannot here, for the first time, try those issues.
Judgment and order reversed, and cause remanded for a new trial. Remittitur forthwith.