Kroblin Refrigerated Xpress, Inc. v. Iowa Insurance Guaranty Ass'n

461 N.W.2d 175, 1990 Iowa Sup. LEXIS 210, 1990 WL 136037
CourtSupreme Court of Iowa
DecidedSeptember 19, 1990
Docket89-1261
StatusPublished
Cited by20 cases

This text of 461 N.W.2d 175 (Kroblin Refrigerated Xpress, Inc. v. Iowa Insurance Guaranty Ass'n) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kroblin Refrigerated Xpress, Inc. v. Iowa Insurance Guaranty Ass'n, 461 N.W.2d 175, 1990 Iowa Sup. LEXIS 210, 1990 WL 136037 (iowa 1990).

Opinion

SCHULTZ, Justice.

In this declaratory judgment action, plaintiff Kroblin Refrigerated Xpress, Inc. (Kroblin) seeks benefits from the Iowa Insurance Guaranty Association (association). This association was created under Iowa Code chapter 515B (1985). 1 This chapter generally provides that the association is obligated to pay covered claims of insureds or claimants that sustain losses caused by an insolvent insurance carrier. The definition of “covered claim” requires that either the property from which the claim arises is permanently located in Iowa or the “claimant or insured is a resident of this state at the time of the insured event.” Iowa Code § 515B.2(3)(a) (1985). The sole and determinative issue is whether Kroblin was a resident of Iowa in 1985 pursuant to this section. The trial court concluded that it was not a resident of Iowa and denied benefits. We affirm.

Kroblin was incorporated in Iowa on November 1, 1950, and maintained its registered corporate offices in Waterloo. It provides interstate transportation of food products. Kroblin experienced expansive growth and now operates in forty-eight states, owning real estate, terminals, and offices in several states. In January 1985 Kroblin moved its corporate offices from Waterloo to Tulsa, Oklahoma without changing its corporate status in Iowa.

In 1985 Kroblin placed its vehicle liability insurance with an Iowa company, Carriers Insurance Company (Carriers). Kroblin placed this insurance directly with the company without utilizing an agent. One of Kroblin’s vehicles was involved in a multiple fatality and severe personal injury accident on August 2, 1985, which has resulted in numerous damage claims by victims and their families. In January 1986 the Iowa District Court for Polk County declared Carriers insolvent and ordered liquidation. Faced with this uninsured liability exposure, Kroblin filed for voluntary chapter 11 bankruptcy in Oklahoma and for coverage with the guaranty associations of Iowa, Illinois, and Oklahoma. The Oklahoma association has hired an attorney to represent Kroblin on the damage claims. The Iowa *177 association denied coverage on the basis that Kroblin had not met the residency requirement.

In deciding the issue of residence, the trial court relied heavily on a 1986 amendment to section 515B.2(3)(a). This amendment defined “resident” as follows: “Other than an individual, the residence of the claimant or insured is the state in which its principal place of business is located.” 1986 Iowa Acts ch. 1184, § 4. The court concluded that the amendment clarified, rather than changed, the term “resident” and the principal place of business test was appropriate in determining residency in cases occurring prior to the amendment. The court then found that, in 1985, Krob-lin’s principal place of business was in Oklahoma, thus concluding that it was not a resident of Iowa.

On appeal, Kroblin urges that the 1986 amendment was a change in the law and, accordingly, the principal place of business test cannot be used to define residency. Kroblin also claims that the trial court erred in finding that Kroblin’s principal place of business was in Oklahoma at the time of the insured event.

Initially, we wish to make it clear that this case does not include issues of retroactive or prospective application of the amendment. Although the debate in the briefs of the parties refers to substantive changes or remedial changes, the trial court did not hold that the amendment was to be applied retroactively, nor do we understand that defendant makes any claim on this theory. The issue that we address is whether the 1986 amendment represents a change in the meaning of the term “resident” as applied to a corporation or simply provides a more specific definition without changing the meaning of the term.

I. The term “resident” under chapter 515B. The term “resident” when applied to a corporation creates interpretational problems. Strictly speaking, residence is a quality of a person rather than a corporation. 18 Am.Jur.2d Corporations § 305, at 216 (1985). We previously described this problem: “A corporation has no residency in the sense that a natural person does. It is an artificial being, operating through its officers, directors, and agents.” Iowa Public Serv. Co. v. Iowa State Commerce Comm’n, 263 N.W.2d 766, 769 (Iowa 1978).

Legislative bodies have not been bound by this legal interpretation, however. A corporation may be considered a resident by statute. 18 Am.Jur.2d Corporations § 305, at 216-17. Under statutes referring to corporate residency, a corporation may acquire a corporate residency separate from its legal residence or domicile. The determination of the place of residency is dependent upon the context of the statute in which the term “resident” is used and the purpose and objective of the statute. Home Savings & Loan Ass’n v. Iowa City Inn, Inc., 260 Iowa 1321, 1326, 152 N.W.2d 588, 590 (1967); Pittsburgh-Des Moines Steel Co. v. Incorporated Town of Clive, 249 Iowa 1346, 1348, 91 N.W.2d 602, 604 (1958). In Clive, we stated that “the word resident, while often used synonymous with and meaning domicile, is an elastic word with varied statutory meanings, dependent upon the context of the statute in which it is used and the purpose and object to be attained.” Clive, 249 Iowa at 1348, 91 N.W.2d at 603-04.

In the context of venue cases, we have stated that domestic corporations have one residence that is fixed by charter. Bennett v. Chicago Lumber & Coal, 201 Iowa 770, 780-81, 208 N.W. 519, 524 (1926); State v. District Court, 191 Iowa 244, 247-48, 182 N.W. 211, 213 (1921). Perhaps we departed from the “charter” rule when we stated in dicta: “[T]he prevailing view is that a corporation’s ‘residency’ is where its principal place of business is located.” Iowa Public Serv., 263 N.W.2d at 769. Our explanation that foreign corporations doing business in Iowa .have a practical residence within Iowa separate from the legal residence or domicile of the corporation also supports a departure from the “charter” rule. Home Savings, 260 Iowa at 1326-27, 152 N.W.2d at 591.

These cases teach us that the term “resident” when statutorily applied to a corporation may have different meanings. When the term “resident” is undefined in *178 the statute, it becomes an ambiguous term requiring statutory construction to determine its legal meaning. Therefore, we may invoke rules of statutory construction to aid us in determining the meaning of the term “resident.” See Iowa Code § 4.6 (1985).

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461 N.W.2d 175, 1990 Iowa Sup. LEXIS 210, 1990 WL 136037, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kroblin-refrigerated-xpress-inc-v-iowa-insurance-guaranty-assn-iowa-1990.