upon property situated in Virginia, and afterwards withdrew its agency from the State of Maryland, that the holder of the policy in Virginia could nevertheless maintain an action thereon in the courts of Maryland. The decision proceeded upon the ground that at the time when the contract was made, and also at the time when the suit was brought, a non-resident of the State of Maryland had, by an express provision of its statute law, the right to maintain an action against any foreign corporation doing business in that State. Under another statute, process against foreign insurance companies might be served upon the State Insurance Commissioner. The court reasoned, in view of these statutes, that the foreign insurance company could not, by withdrawing its agency from the State, defeat the remedy upon the contract which it had made within the State, through its agency there.'

§ 7970. Situs of the Contracts of Foreign Corporations for Purposes of Jurisdiction. In view of what has preceded it is evident that this becomes in many cases, though not in all, an important and controlling question; for although the situs of such a contract may, for some purposes, be the State of the home office of the company, yet if it appear that it procured the contract by sending its agent into the State of the forum to solicit business there, before having complied with the laws of that State entitling it to do so, it will not, under many theories,2 be allowed to recover in that forum. In other cases the question whether the contract was made in violation of the laws of the domestic forum has been made to depend upon the technical question of its situs. Thus, it has been held that while a single purchase of machinery within the State of Colorado, by a foreign mining corporation, to be transported to and set up in the State of its domicile, is not within the prohibition of the statute of that State restraining corporations from doing business therein until they have filed with the Secretary of State a certificate designating their principal

1 Ben Franklin Ins. Co. v. Gillett, 54 Md. 212.

Ante, § 7950; and see especially ante, § 7968.

place of business within the State, and appointed an agent upon whom process may be served, yet such a purchase is a sufficient doing of business within the State as to render the foreign corporation amenable to the jurisdiction of the courts of the State for the purpose of enforcing against it the payment of the purchase price, if jurisdiction can be obtained in the manner provided by the laws of the State.' It has been held that where the agent of a foreign insurance company through whom the insurance is effected has no larger authority from the company than to receive and transmit to the home office applications for insurance, and to receive from that office and deliver the insurance policies which are issued and transmitted in pursuance of such applications, then the situs of the policy is in the State of the home office, and it is held to take effect as a contract as soon as it is signed by the proper officers at the home office and put in the mail for transmission; for from that moment it becomes a binding and irrevocable contract between the parties; and inasmuch as the acceptance of the application, the signing, issuing, and mailing of the policy all take place within the State of the home office, the situs of the contract is deemed to be in that State, and not in the State of the agent to whom it is transmitted for delivery. The same rule has been held to apply where the policy, instead of being sent to the assured directly by mail, is sent to the company's agent at the domicile of the assured to be by him delivered to the assured. Whether the

1 Colorado Iron Works v. Sierra Grande Min. Co., 15 Colo. 499; 8. c. 22 Am. St. Rep. 433; 9 Rail. & Corp. L. J. 113; 25 Pac. Rep. 325.

2 Hyde v. Goodnow, 3 N. Y. 266; Western v. Genesee Mut. Ins. Co., 12 N. Y. 258; Huntley v. Merrill, 32 Barb. (N. Y.) 626.

Western v. Genesee Mut. Ins. Co., supra; Huntley v. Merrill, supra. In the former of these cases it was said: "When the application was received and approved by the company, and the policy executed and put in

course of transmission to the insured, the contract was complete, and both parties became bound; so that if a loss had occurred before its actual receipt by the insured, the company would have been responsible. The contract was consummated by the final assent on the part of the company, and upon that event, and not upon its delivery to the assured, became operative. The validity of the contract is therefore to be determined by the law of New York. Here it was made, and here it was to be performed."

last proposition is sound must depend upon the predicate that the authority of the agent, when the policy is received by him from the home office, is limited to a delivery of it to the insured. Where, under similar circumstances, by the terms of the policy itself it is not to be valid unless countersigned by the local agent, and where it is so countersigned and delivered by him, the situs of the contract, according to the view taken in Massachusetts and in Maryland, is the State within which it is so countersigned and delivered.'

1 Daniels v. Hudson River Fire Ins. Co., 12 Cush. (Mass.) 416, 422; &. c. 59 Am. Dec. 192; Heebner v. Eagle Ins. Co., 10 Gray (Mass.), 131; 8. c. 69 Am. Dec. 308; Cromwell v. Royal Canadian Ins. Co., 49 Md. 366; s. c. 33 Am. Rep. 258. See also Thwing v. Great Western Ins. Co., 111 Mass. 109, where it was held that, as the policy was delivered and accepted and the premium note signed by the assured at Boston, the situs of the contract was therefore in Massachusetts. Where a citizen of South Carolina made, in 6350

that State, an application for membership in a Maryland mutual assessment life insurance association, and the rules of the association required proof of death and assessments to be made in Maryland, it was held that the contract was to be performed in Maryland, and that the corporation having neither office, officer, nor property in South Carolina, a suit for a breach of contract could not be maintained against it in South Carolina. Rodgers v. Mutual Endowment &c. Asso., 17 S. C. 406.

It

7977. Power of Foreign Corporations to Sue. - The power of a corporation to make and take contracts in a State other than the State or country of its creation, would be utterly ineffectual and illusory if it did not carry with it the power to avail itself of the ordinary remedies afforded by the law of such other State to its own citizens and corporations for the vindication of rights and the redress of wrongs. may, therefore, be laid down, as a general principle, that wherever a foreign corporation has, within the domestic jurisdiction, the power to become the obligee in a given contract, it has the same right of action to enforce the performance of that contract, or recover damages for its breach, which is afforded by the laws of such State to domestic persons or corporations. This doctrine is often roughly expressed in

1 Connecticut &c. Ins. Co. v. Cross, 18 Wis. 109; Hines v. North Carolina, 10 Smedes & M. (Miss.) 529; St. Louis Perpet. Ins. Co. v. Cohen, 9 Mo. 421; New York Floating Derrick Co. v. New Jersey Oil

Co., 3 Duer (N. Y.), 648; Talmadge v. North American Coal &c. Co., 3 Head (Tenn.), 337; Bank v. Simonton, 2 Tex. 531; Bank of Cape Fear v. Stinemetz, 1 Hill (S. C.), 44; Bank of Michigan v. Williams, 5 Wend.

the proposition that a corporation created by the laws of one State may maintain an action in another State or country, unless restrained from so doing by the local laws of such State or country. Statutory restraints upon this power have been imposed by the legislatures of many of the States. These have already been considered.2

§ 7978. For What Causes of Action.-The principle being conceded that a foreign corporation may sue for the redress of injuries in the domestic jurisdiction, it must follow, in the absence of statutory restraints, that it may sue upon any cause of action for which a domestic person or corporation might sue.