A final decree of the proper court dissolved an insolvent life
insurance company of Missouri and, as provided by the statutes in
force, vested, for the use and benefit of creditors and
policyholders, its entire property in A., a citizen of that state
and superintendent of her insurance department.
Held:
1. That the statutes, being in force when the charter of the
company was granted, are in legal effect a part thereof.
2. That a suit having been previously instituted in a court of
Louisiana by citizens of the latter state against the company, A.
was, on being admitted a party thereto, entitled by reason of his
citizenship to remove it to the circuit court of the United
states.
The facts are stated in the opinion of the Court.
MR. CHIEF JUSTICE WAITE delivered the opinion of the Court.
The Life Association of America was, on the 5th of November,
1879, a corporation of the State of Missouri for the purpose of
doing a life insurance business, with its chief office at St. Louis
in that state. By the laws of doing a life insurance business, of
the insurance department of the state Missouri, the superintendent
of the insurance department of the state government might, under
certain circumstances, institute proceedings in the courts of the
state for the dissolution of such a corporation and the winding up
of its affairs. Sec. 6043 of the Revised Statutes of Missouri is as
follows:
"Upon the rendition of a final judgment dissolving a company, or
declaring it insolvent, all the assets of such company shall vest
in fee simple and absolutely in the superintendent of the insurance
department of this state and his successor or successors in office,
who shall hold and dispose of the same for the use and benefit of
the creditors and policyholders of such company and such other
persons as may be interested in such assets."
On the 13th of October, 1879, L. E. Alexander, a citizen of
Missouri and the receiver of the Columbia Life Insurance Company of
Missouri, recovered a claim against the Life Association
Page 103 U. S. 223
of America of $1,100,000, and thereupon William S. Relfe, the
superintendent of the insurance department of the state, commenced
proceedings under the statute to dissolve the last-named
corporation and wind up its affairs. In his petition, he prayed
that the company might be enjoined from doing any further business
and that an agent might be appointed to take charge of its property
temporarily. Such an order was made in the cause and D. M. Frost, a
citizen of Missouri, appointed temporary agent and receiver. Frost
at once qualified under this appointment.
On the 5th of November, 1879, Rundle and wife, the appellees,
policyholders of the company, commenced suit in the Fifth District
Court of the Parish of New Orleans against the life association,
Frost, the temporary agent and receiver, John R. Fell, the local
agent of the company at New Orleans, and L. E. Alexander, receiver
of the Columbia Life Insurance Company the object of which was to
have the assets of the company in Louisiana declared a trust fund
and applied to the payment of the claims of Louisiana creditors and
policyholders in preference to others. In the bill, the decree in
favor of the receiver of the Columbia Life Insurance Company, and
the proceedings by Relfe, the superintendent of the insurance
department, with the appointment of Frost as temporary receiver,
were set out in detail and the whole object and purpose of the suit
was to keep the Louisiana assets out of the hands of Relfe and his
successors in office. No special relief was asked against the
receiver of the Columbia Life Insurance Company. Upon the filing of
the bill, Walter B. Wilcox was appointed receiver. Service of
process was made on Alexander only through Francis B. Lee, who was
appointed
curator ad hoc at the same time that Wilcox was
appointed receiver. Fell was made a party only for the purpose of
reaching property in his hands.
On the 10th of November, the company was dissolved by a decree
of the Missouri court, and its property vested in Relfe,
superintendent of the insurance department, as provided by the
statute. On the 17th of the same month, Relfe was on his own motion
made a party to the suit in New Orleans as the legal representative
of the late corporation, and on the 28th he filed a petition for
the removal of the cause to the Circuit Court of
Page 103 U. S. 224
the United states for the District of Louisiana. In his petition
he set forth his own citizenship in Missouri and that of the
appellees in Louisiana. The citizenship of all the other persons
named as parties to the suit appeared in the pleadings. He also
gave the security required by the act of Congress, and on the 5th
of December, which was in time, filed in the circuit court a copy
of the record in the state court. On the 9th of the same month, the
receiver appointed in the state court moved to dismiss the cause
and strike it from the docket of the circuit court: 1, Because that
court was without jurisdiction either of the person or the subject
matter; 2, because Relfe had no standing in court, he being a
creature of the State of Missouri, without capacity to sue or
remove causes in Louisiana; 3, because the suit was improperly
removed; and, 4, because the state court having first taken charge
of the property, the circuit court could not interfere with the
possession of the receiver of that court. While this motion was
pending and on the 30th of December, the life association and Frost
filed their petition in the state court setting forth the former
petition of Relfe and adopting it and all that had been done under
it as their own and also asking that the suit be removed on their
own account. They also gave the security required by the act of
Congress. On the 5th of January, the circuit court heard the motion
of the state court receiver made on the 9th of December, and
remanded the cause. From that order the life association, Relfe,
and Frost took this appeal under the fifth section of the Act of
1875, c. 137. 18 Stat., pt. 3, p. 472.
We think the circuit court erred in remanding the cause. The
entire controversy is between the appellees, representing the
Louisiana creditors and policyholders, on one side, and Relfe, the
statutory representative of the corporation and its property, on
the other, as to their respective rights to what the appellees
claim are Louisiana assets belonging primarily to Louisiana
creditors. Fell and the receiver of the Columbia Life Insurance
Company are formal parties only. Fell has in his possession, as a
naked trustee, some of the Louisiana assets, and the receiver of
the Columbia Life Insurance Company is, so far as anything appears,
no more than a general creditor of the dissolved corporation whom
necessarily, under the law,
Page 103 U. S. 225
Relfe represents. After the decree of dissolution, the Life
Association Company had no longer any corporate existence, and the
temporary agency and receivership of Frost was ended when the
property of the corporation was transferred to Relfe and he became
under the law entitled to the possession.
Relfe is not an officer of the Missouri state court, but the
person designated by law to take the property of any dissolved life
insurance corporation of that state and hold and dispose of it in
trust for the use and benefit of creditors and other parties
interested. The law which clothed him with this trust was in legal
effect part of the charter of the corporation. He was the statutory
successor of the corporation for the purpose of winding up its
affairs. As such, he represents the corporation at all times and
places in all matters connected with his trust. He is the trustee
of an express trust, with all the rights which properly belong to
such a position. He is an officer of the state, and as such
represents the state in its sovereignty while performing its public
duties connected with the winding up of the affairs of one of its
insolvent and dissolved corporations. His authority does not come
from the decree of the court, but from the statute. He appeared in
Louisiana not by virtue of any appointment from the court, but as
the statutory successor of a corporation which the court had in a
legitimate way dissolved and put out of existence. He was in fact
the corporation itself for all the purposes of winding up its
affairs.
We are aware that, except by virtue of some statutory authority,
an administrator appointed in one state cannot generally sue in
another, and that a receiver appointed by a state court has no
extraterritorial power; but a corporation is the creature of
legislation, and may be endowed with such powers as its creator
sees fit to give. Necessarily it must act through agents, and the
state which creates it may say who those agents shall be. One may
be its representative when in active operation, and in full
possession of all its powers, and another if it has forfeited its
charter and has no lawful existence except to wind up its affairs.
No state need allow the corporations of other states to do business
within its jurisdiction unless it chooses, with perhaps the
exception of commercial corporations; but if it does, without
limitation, express or implied, the
Page 103 U. S. 226
corporation comes in as it has been created. Every corporation
necessarily carries its charter wherever it goes, for that is the
law of its existence. It may be restricted in the use of some of
its powers while doing business away from its corporate home, but
every person who deals with it everywhere is bound to take notice
of the provisions which have been made in its charter for the
management and control of its affairs both in life and after
dissolution.
By the charter of this corporation, if a dissolution was
decreed, its property passed by operation of law to the
superintendent of the insurance department of the state, and he was
charged with the duty of winding up its affairs. Every policyholder
and creditor in Louisiana is charged with notice of this charter
right which all interested in the affairs of the corporation can
insist shall be regarded. The appellees, when they contracted with
the Missouri corporation, impliedly agreed that if the corporation
was dissolved under the Missouri laws, the superintendent of the
insurance department of the state should represent the company in
all suits instituted by them affecting the winding up of its
affairs. Relfe therefore became by operation of law the successor
of the corporation in the litigation these appellees instituted in
Louisiana. He was in legal effect their only opponent in the suit
they had begun, and as he appeared in time and was a citizen of
Missouri, representing a Missouri corporation, he was entitled to
remove the cause and require citizens of Louisiana to litigate
their claims with him in the courts of the United states.
The order of the circuit court remanding the suit will therefore
be reversed and the record remanded to that court with instructions
to proceed according to law as with a pending suit within its
jurisdiction by removal, and it is
So ordered.