Empire Guarantee and Insurance Corporation, Ltd Petitioners [1911] ScotLR 1038 (21 July 1911)

Empire Guarantee and Insurance Corporation, Ltd Petitioners [1911] ScotLR 1038 (21 July 1911)

The Court held that the requirements of section 13 of the Assurance Companies Act 1909 had been complied with, and that the directors had the power under the company's constitution to effect the proposed transfer. The fact that the petition was presented in the name of the company rather than the directors was not a fatal defect. The arrangement was a valid transfer of assurance business within the meaning of the Act, as it was advantageous to policy holders and no objections were raised by them.

Citation
[1911] ScotLR 1038
Parties
Petitioner: Empire Guarantee and Insurance Corporation, Limited; Consenting Party: Royal Exchange Assurance Corporation
Jurisdiction
Scotland
Judgment Date
21 July 1911
Procedural Posture
Petition to Sanction Transfer of Life Assurance Business / Judgment on Merits
Outcome
Petition granted
Legal Topics
Life Assurance, Transfer of Business, Corporate Powers, Assurance Companies Act 1909
Insurance Law Company Law Life Assurance Transfer of Business Corporate Powers Assurance Companies Act 1909

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Parties

Empire Guarantee and Insurance Corporation, Limited

Petitioner

Royal Exchange Assurance Corporation

Consenting Party

Procedural Posture

Petition to Sanction Transfer of Life Assurance Business / Judgment on Merits

Legal Issues

  1. 1 Whether the petition to sanction the transfer of life assurance business is competent when presented in the name of the company rather than the directors as per the Assurance Companies Act 1909, section 13.
  2. 2 Whether the directors of the Empire Guarantee and Insurance Corporation, Limited, have the power under the company's constitution to effect the proposed transfer without an extraordinary resolution of shareholders.
  3. 3 Whether the proposed arrangement constitutes a 'transfer' of assurance business within the meaning of section 13 of the Assurance Companies Act 1909.

Ratio Decidendi

The Court held that the requirements of section 13 of the Assurance Companies Act 1909 had been complied with, and that the directors had the power under the company's constitution to effect the proposed transfer. The fact that the petition was presented in the name of the company rather than the directors was not a fatal defect. The arrangement was a valid transfer of assurance business within the meaning of the Act, as it was advantageous to policy holders and no objections were raised by them.

Court Disposition

Petition granted

Orders

  • Sanctioned the transfer of the life assurance business of Empire Guarantee and Insurance Corporation, Limited, to Royal Exchange Assurance Corporation in terms of the agreement mentioned in the petition.
  • Decerned accordingly.