Blue Cross & Blue Shield of Connecticut, Inc. v. Mike

439 A.2d 1026, 184 Conn. 352, 1981 Conn. LEXIS 547
CourtSupreme Court of Connecticut
DecidedJune 9, 1981
StatusPublished
Cited by18 cases

This text of 439 A.2d 1026 (Blue Cross & Blue Shield of Connecticut, Inc. v. Mike) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Blue Cross & Blue Shield of Connecticut, Inc. v. Mike, 439 A.2d 1026, 184 Conn. 352, 1981 Conn. LEXIS 547 (Colo. 1981).

Opinions

Parskey, J.

The plaintiff Blue Cross & Blue Shield of Connecticut, Inc. (Blue Cross) applied to the commissioner of insurance (commissioner), pursuant to General Statutes § 38-39b, for permission to acquire by purchase 100 percent of the common stock of the plaintiff American Professional Life Insurance Company (Life). The commissioner denied the application on the ground that the proposed acquisition would not be in the public interest because Blue Cross was not authorized by law to own and operate a life insurance company. The plaintiffs’ appeal to the Superior Court was sustained on the ground that the commissioner lacked the authority to deny the plaintiffs’ application for the stated reason. We granted certification and now reverse.

I

Blue Cross filed its application under General Statutes ^ 38-39a through 38-391. This act (Public Acts 1969, No. 444) prohibits the take-over of a domestic insurance company without the prior approval of the commissioner. The commissioner is not authorized to approve a proposed acquisition unless he conducts a public hearing and makes the [354]*354findings required by § 38-39d (b).1 One such, finding is that the competence, experience and integrity of the acquiring corporation are such that it would be in the public interest for such acquisition to be made.

The word “competent” has a number of meanings. One of the definitions is “legally qualified”; Webster, Third New International Dictionary; or stated another way “possessing the requisite . . . legal qualifications.” Black’s Law Dictionary (5th Ed.). If a corporation was not authorized to acquire an insurance company or was prohibited by law from so doing it would lack the requisite competence required by the statute. Indeed, even in the absence of such statutory requirement the commissioner could not approve an acquisition that was otherwise contrary to law. State ex rel. LaVoie v. Building Commission, 135 Conn. 415, 422, 65 A.2d 165 (1949).

[355]*355II

A corporation is a creature of the state. Hopewell Baptist Church v. Craig, 143 Conn. 593, 599, 124 A.2d 220 (1956). It derives its powers by legislative grant. Bridgeport v. Housatonic R. Co., 15 Conn. 475, 501 (1843). Nothing is granted except what is given expressly or by fair implication. Byrne v. Schuyler Electric Mfg. Co., 65 Conn. 336, 347, 31 A. 833 (1895). No other powers are implied except such as are necessary to carry the express powers into effect. Community Credit Union, Inc. v. Connors, 141 Conn. 301, 305, 105 A.2d 772 (1954); Dwyer v. Leonard, 100 Conn. 513, 517, 124 A. 28 (1924). “In all statutes granting powers to a corporation . . . things not enumerated in the grant, or excepted out of it, are held to be as distinctly negatived as though there were express words of negation.” Farrell v. Winchester Avenue R. Co., 61 Conn. 127, 130, 23 A. 757 (1891).

Corporations may be organized for general or special purposes. “Purpose” clauses whether contained in the legislative grant or in the certificate of incorporation refer to the general objects or aims sought to be attained; they state the general nature of the corporation’s business. 1 Oleck, Modern Corporation Law § 6-3. “Power” clauses indicate the manner in which the purposes may be pursued. Ibid.; note, “Distinction Between Powers and Objects in Articles of Incorporation,” 46 Harv. L. Rev. 1337 (1933). Corporations organized for special purposes are limited in their powers to the purposes for which they are organized. See Briggs v. Bloomingdale Cemetery Assn., 113 Misc. 685, 185 N.T.S. 348 (1920); 6 Fletcher, Corporations § 2481.

[356]*356in

Bine Cross is a nonprofit, hospital-medical service corporation without capital stock; under General Statutes §§ 33-165 and 33-178 it is exempt from state, district and municipal taxes. It is organized to operate a subscription plan to provide comprehensive health care for Connecticut citizens. The statutes that pertain to such a corporation are compiled in General Statutes, chapter 592, §§ 33-157 through 33-167 and chapter 593, §§ 33-168 through 33-179. The provisions of the Nonstock Corporation Act; General Statutes, chapter 600, §§ 33-419 through 33-526; govern the formation, purposes and powers of Blue Cross not covered in or limited by chapters 592 and 593.

Blue Cross intially consisted of two corporations. One corporation, Blue Cross of Connecticut, was organized as a hospital service corporation pursuant to General Statutes §§ 1136e through 1147e (Cum. Sup. 1939); the other, Connecticut Medical Service (CMS), was organized as a medical service corporation pursuant to §§ 1183e through 1194e (Cum. Sup. 1939). See Cross, Corporation Law in Connecticut §§ 11.2 and 11.3. The merger of the two corporations into the present corporation was authorized by Public Acts 1974, No. 74-7. Prior thereto, under § 33-162, subject to the approval of the insurance commissioner, a hospital service corporation was permitted to merge only with another hospital service corporation. No similar provision covered mergers of medical services corporations. See General Statutes § 33-175.

“It is essential, of course, that a corporation shall be formed for some purpose, and statutes authoriz[357]*357ing the formation of corporations generally provide that corporations may he organized for certain specified purposes. A question naturally arises as to whether such a statute restricts the corporation organized thereunder to one purpose or permits them to he formed for more than one purpose. This depends upon the verbiage of the statute and the construction to he placed thereon. A statute stating the purposes for which corporations may he formed may he so worded that corporations formed thereunder are restricted to one purpose ....” 1 Fletcher, supra, § 99, p. 441; see Burke v. Mead, 159 Ind. 252, 64 N.E. 880 (1902); In re Roofing & Sheet-Metal Contractors Assn. of Philadelphia, 200 Pa. 111, 49 A. 894 (1901).

There is no question that in this appeal the statutes, and the charter2 which reflects the statutes, under which Blue Cross was formed restrict its function to a limited purpose. General Statutes §§ 33-157(a)3 and 33-168(a)4 provide that a hospital-[358]*358medical service corporation shall be organized “for the purpose of establishing, maintaining and [359]*359operating a plan whereby comprehensive health care . . . may be provided ... to subscribers.” The list of services in the statutes that comprise comprehensive health care does not include life insurance coverage. The two chapters in the statutes enabling the creation of hospital-medical corporations are similar to the “more or less comprehensive statutes [that] have been enacted [in most states] governing a comparatively new type of nonprofit corporation, the hospital or medical service corporation. Generally under such statutes, hospital [-medical] service corporations are required to be formed without capital stock and to be operated not for a profit and

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Blue Cross & Blue Shield of Connecticut, Inc. v. Mike
439 A.2d 1026 (Supreme Court of Connecticut, 1981)

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439 A.2d 1026, 184 Conn. 352, 1981 Conn. LEXIS 547, Counsel Stack Legal Research, https://law.counselstack.com/opinion/blue-cross-blue-shield-of-connecticut-inc-v-mike-conn-1981.