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State ex rel. v. Nast, 209 Mo. 708...
State ex rel. v. Nodaway County Court, 80 Mo. 500.
State ex rel. v. Pond, 93 Mo. 606..
State ex rel. v. Reynolds, 121 Mo App. 699.
.328, 330, 331
615, 617, 618
Texas & N. O. Ry. Co. v. Interstate Com. Comm., 227 U. S. 111
Town of Montevallo v. School Dist. of Montevallo,
268 Mo. 217
.55, 56, 62, 63, 460
Town of New Castle v. Hunt, 93 N. E. (Pa.) 173.
Underwood v. Railroad, 182 Mo. App. 252
Venable Bros. v. Southern Granite Co., 135 Ga. 508, 32 L. R. A.
Walsh v. Schmidt, 206 Mass. 405, 34 L. R. A. (N. S.) 798
Ward v. Fagin, 101 Mo. 669
Washburn v. National Wall Paper Co., 81 Fed. 17
Wilcox v. Continental Life Ins. Co., 56 Conn. 468
Williams v. Wabash Ry. Co., 175 S. W. 903.
STATE OF MISSOURI
APRIL TERM, 1916.
(Continued from Vol. 267.)
FRANK L. BOWMAN, Receiver of FRATERNAL HOME, v. WILLIAM W. ANDERSON et al., Appellants.
Division Two, May 31, 1916.
1. ULTRA VIRES: Fraternal Beneficiary Association: Transfer of Assets. An agreement made by an incorporated fraternal beneficiary association with an old-line insurance company, whereby all the assets of the association are transferred to the company and the certificate holders are to receive ordinarylife policies in the company for equal amounts, without medical examination, and accepted by the majority of the fraternity members, is ultra vires, and null and void.
2. FRATERNAL BENEFICIARY ASSOCIATION:
Assets to Old-Line Company: Good Faith. Where at the time the agreement of the directors of a fraternal beneficiary association to transfer all its assets to an old-line insurance company for the payment of its debts and to obtain, without medical examination, ordinary life insurance for its members, was made, the association's membership and assets were larger than ever before, the receipts for the previous month were larger, the president became vice-president of the company at a salary of $2000, and the secretary became its assistant secretary, and the only claim for justifying the transfer is 268 Mo.-1
Bowman v. Anderson.
that the death losses for the preceding month were more than twice the income, but the evidence shows that such a transfer and agreement had been discussed for a year prior thereto, and all knowledge of it kept from all the subordinate lodges, even from the local lodge of which they were members, it will not be held that the agreement was made in good faith.
To Pay Debts: Ultra Vires. It is never ultra vires of a corporation to provide for the payment of its valid debts so far as its assets are available for that purpose. Although the directors of a fraternal beneficiary association cannot make a valid agreement by which its assets, in addition to the payment of its debts, are to be applied to other purposes foreign to its charter, such as the issuance to its certificate holders, without medical examination, of ordinary life policies in equal amounts, by the transferee, an old-line insurance company, whereupon the association is to cease to do business, that agreement, in so far as it results ultimately in the payment of the valid liabilities of the association, will not be disturbed; but in a suit against the directors by the receiver of the association to recover the assets, they will be credited with so much thereof as were used by the transferee company to pay valid debts of the association already accrued at the time the transfer was made.
-: Proof of Death Losses. It is not necessary to the validity of a mortuary claim against a fraternal beneficiary association that the board of directors should first allow the claim. If the claim had actually accrued prior to a wrongful transfer of the association's assets to an old-line insurance company for the payment of debts and that company paid it, the directors, in a suit against them by the receiver of the association for a recovery of the assets, should be allowed credit for the amount paid by the transferree in discharge of the claim, whether or not it had ever been formally approved by them.
: Provided for in Transfer Contract. A provision made in the contract executed by the directors of a fraternal beneficiary association whereby its assets are transferred to an old-line insurance company, for the payment of certain death losses therein specified, is a sufficient allowance of the claims by the board of directors.
: Proof of Prior Death Loss Subsequent to Transfer: Affidavits. Affidavits of the death of a certificate holder who had died prior to the transfer of the assets of a fraternal beneficiary association to an old-line insurance company for the payment of its debts and other purposes, made by the beneficiary, officers of the local lodge, the attendant physician and undertaker, are competent for the purpose of
Bowman v. Anderson.
showing that such proofs were made, but, being ex parte, are not competent to prove the member's death; but being competent for the one purpose, if no request was made to restrict their probative force to that purpose, they will be held competent for all purposes, and being such proof as the board of directors customarily received as their basis for paying a death loss, will be considered by the court for the same purpose.
7. EVIDENCE: Competency for One Purpose: When Competent for All. Evidence which is competent for one purpose, if no request is made, by instructions or otherwise, that it be restricted to that purpose alone, should be considered for all purposes and given such probative force as it imports.
8. FRATERNAL BENEFICIARY ASSOCIATION: Transfer of Assets to Pay Debts: No Allegation of Specific Claims Paid. In a suit by the receiver of a fraternal beneficiary association against its directors to recover assets transferred by them to an old-line insurance company to pay debts, the failure of the answer to specifically claim credit for a certain death loss which had accrued prior to the transfer, though no proofs thereof were made until afterwards, will not preclude an allowance of that claim, if the answer avers that the transferee had paid out more money on the liabilities of the association than the assets received by it amounted to. If plaintiff desired a more specific statement he should have made the necessary motion.
: Death Loss Accruing After Transfer. In such a suit, where the transferee company agreed to assume liability for the payment of certificates of all fraternity members who would accept the reinsurance arrangement, a claim arising on the certificate of a member who died some months after the transfer, and who had accepted the terms of the agree ment and was denied a policy by the old-line company, contrary to the agreement, was the debt of such company, and if paid as the result of a suit against the company, the directors should not be credited with the amount thereof.
-: Persistent Members. Where the fraternal beneficiary association did not become defunct upon the transfer of its assets by its directors to an old-line insurance company, under an agreement whereby all its members who wished might have ordinary-life policies in that company, and only a majority accepted that agreement, those who did not accept were persistent members and the assets belong to them, and in a suit by the receiver to recover the assets the directors cannot have credit for the share of those who did accept of the reinsurance arrangement, in the absence of any allegation that