Partridge v. Michigan Mutual Windstorm Insurance

243 N.W. 237, 259 Mich. 387, 1931 Mich. LEXIS 1102

• Court: Michigan Supreme Court
• Decided: December 8, 1931
• Docket: Docket No. 112, Calendar No. 35,442.
• Status: Published

Opinions

On Rehearing.

Clark, C. J.

It is necessary to state certain facts again. We quote from the by-laws:

“Article 1. — Corporate Powers.

“Section 1. — Insurable Property. This company may insure against direct loss or damage by tornado, cyclone or windstorm the following described classes of property owned by members and situate within the State of Michigan, namely, dwelling houses, stores, and all other kinds of buildings, household furniture, goods, wares and merchandise, and any other property subject to the terms and conditions of the articles of association and by-laws of the company as they now exist and as they may hereafter be amended.”

This provision relates solely to corporate powers as to insuring property. There is nothing in it to permit, or in any way appertaining to, destruction or impairment of outstanding contracts in the hands of policyholders.

Plaintiffs’ policy recites that it is “according to the charter and by-laws,” and the charter recites: “The board of directors shall have power to make, alter, amend and repeal by-laws.”

It should be noted that in this policy contract there is nothing which can be found or construed as consent on the part of plaintiffs to be bound by amendments made subsequent to their contract.

No reason appears for departing from former opinion in this cause, reported in 256 Mich. 76. Prom abundance of authority there set forth, the following from Covenant Mutual Life Ass’n v. Kentner, 188 Ill. 431 (58 N. E. 966), is typical:

“Even if a benefit certificate states that the bylaws are a part of the contract and that they are subject to amendment, subsequent by-laws will be construed to apply only to contracts made after tbeir adoption, unless there is an express agreement that a member shall be bound by future by-laws. ’ ’

The charter and by-laws as then existing were read into the contract with plaintiffs, and of course the contract was subject to them.

Recital in the by-laws that they were subject to amendment is of no importance. They were subject to amendment anyway, and declaring an existing power does not change the power. There was power in the corporation to amend. Defendant’s argument comes to this, that because there was power (here declared) in the corporation to amend by-laws, contracts, of which the by-laws are a part, were likewise subject to amendment. That is not the law. The charter and by-laws which went into the contract were as then existing. The corporation may amend, but, if plaintiffs are to be held to subsequent amendment, an express agreement that they shall be so bound must appear. No such agreement is found.

Affirmed.

McDonald, Sharpe, Fead, and Wiest, JJ., concurred with Clark, C. J.