Opinion of the Court.

required to obtain a certificate of authority to do so, which conferred on the company or association receiving it the right and privilege of carrying on its business in the State, the privilege so conferred was a franchise. In the course of the opinion the court quoted with approval, from Spelling on Extraordinary Relief, as follows: "Where, by statute, the legal exercise of a right, which at common law was private, is made to depend upon compliance with conditions interposed for the security and protection of the public, the necessary inference is that it is no longer private, but has become a matter of public concern, that is, a franchise, the assumption and exercise of which without complying with the conditions prescribed would be a usurpation of a public or sovereign function. . There is no class of business, the transaction of which, as a matter of private right, was better recognized at common law than that of making contracts of insurance upon the lives of individuals. But now, by statute, in almost, if not quite all the States, stringent requirements as to security of the persons dealing with insurers and the making and filing reports of public officers for public information, are provided, and must be strictly observed and complied with before any person, association or corporation may make any contract of life insurance. The effect of such statute is to make that a franchise which previously had been a matter purely of private right."

In the present case the Supreme Court of Ohio sustained the constitutionality of section 3625 of the Revised Statutes, which was in force at the time this policy was issued, upon the ground that the State had a right "to prescribe the terms and conditions upon which it grants such franchise, and the insurance company, having accepted the franchise with its terms and conditions, is bound thereby, and must accept the burdens with the benefits." The legal effect was held to be the same "as if the section was copied into and made a part of the policy." And it was said that the statute had also been held constitutional in National Life Insurance Co. v. Brobst, 56 Ohio St. 728, where no opinion seems to have been delivered.

The section in question applies to all life insurance companies doing business in the State of Ohio, and the State can certainly

Opinion of the Court.

do with foreign corporations what it may do with corporations of its own creation.

In Orient Insurance Company v. Daggs, 172 U. S. 557, we held that provisions in the Revised Statutes of Missouri, that "in all suits upon policies of insurance against loss or damage by fire, hereafter issued or renewed, the defendant shall not be permitted to deny that the property insured thereby was worth at the time of the issuing of the policy the full amount inserted therein on said property," etc.; and "that no condition of any policy of insurance contrary to the provisions of this article shall be legal or valid," were not in conflict with the Constitution of the United States. And this was affirmed in New York Life Insurance Company v. Cravens, 178 U. S. 389.

In Waters-Pierce Oil Company v. Texas, 177 U. S. 28, where a statute of Texas was assailed on the ground that it took away the liberty of contract, Mr. Justice McKenna, delivering the opinion of the court, said: "The plaintiff in error is a foreign corporation, and what right of contracting has it in the State of Texas? This is the only inquiry, and it cannot find an answer in the rights of natural persons. It can only find an answer in the rights of corporations and the power of the State over them. What those rights are and what that power is, has often been declared by this court. A corporation is the creature of the law, and none of its powers are original. They are precisely what the incorporating act has made them, and can only be exerted in the manner which that act authorizes. In other words, the State prescribes the purposes of a corporation and the means of executing those purposes. The purposes and means are within the State's control. This is true as to domestic corporations. It has even a broader meaning to foreign corporations." And as the state court had held that the statute was a condition imposed on the oil company on doing business within the State, it was said of it that "whatever its limitations were upon the power of contracting, whatever its discriminations were, they became conditions of the permit and were accepted with it." And see Tullis v. Railroad Company, 175 U. S. 348; Equitable &c. Assurance Society v. Clements, 140 U. S. 226.

It was for the legislature of Ohio to define the public policy

Syllabus.

of that State in respect of life insurance, and to impose such conditions on the transaction of business by life insurance companies within the State as was deemed best. We do not perceive any arbitrary classification or unlawful discrimination in this legislation, but, at all events, we cannot say that the Federal Constitution has been violated in the exercise in this regard by the State of its undoubted power over corporations.

WHITNEY v. HAY.

Judgment affirmed.

APPEAL FROM THE COURT OF APPEALS OF THE DISTRICT OF

COLUMBIA.

No. 112. Argued November 15, 16, 1900.-Decided April 8, 1901.

Doctor and Mrs. Piper, each somewhat advanced in years, were without children and had no kin to whom the husband wished to bequeath his estate. They desired the comforts and happiness of a home in which they could have the sympathy, attention and care of younger people, upon whom they could look as their children. The property in question in this suit was purchased by the Doctor, in execution of an agreement in parol between him and the appellee, whereby Piper and his wife were to become members of Hay's household in Washington, and to be supported, maintained and cared for by Hay during their respective lives, in consideration of which Piper was to convey by will, or otherwise, to Hay all of his property of every kind and wherever situated. In part execution of that agreement Piper purchased the lots in question in this suit and built a house thereon, and in further execution of it he put Hay in possession of the lot and house to be occupied by Hay and his family in connection with Piper and his wife. While Hay was in the actual occupancy of the premises as his home, (which occupancy existed when this suit was brought,) Piper, in violation of his agreement, put the title to the property in his niece, the plaintiff in error. The bill alleged the foregoing facts, and that the transfer to the plaintiff in error was made solely for the purpose of defrauding the defendant in error. Held:

(1) That the alleged agreement with Piper was proved to have been just as stated by Hay;

(2) That the failure of Piper to invest Hay with the legal title was such a wrong to the latter as entitled him to the protection which would

Statement of the Case.

be given by a decree specifically declaring that the defendant holds the title in trust for him;

(3) That such relief is consistent with the objects intended to be subserved by the Statute of Frauds;

(4) That the alleged agreement, being one which a court of equity would specifically enforce, if it had been in writing, and it having been partly performed by Hay in reliance of performance by Piper, and Hay being ready and willing to do what, under the agreement, remained to be done by him during the lives of Doctor and Mrs. Piper, he was entitled to the decree of the court below in his favor.

THIS suit was brought to obtain a decree declaring that the defendant Whitney held in trust for the plaintiff Hay the title to certain lots, with the building thereon, situate on Corcoran street in the city of Washington.

By a final decree in the Supreme Court of the District the relief asked was given-that court adjudging that the defendant Whitney, within a time named, make, execute and acknowledge a deed of conveyance of the premises to the plaintiff Hay, and that in default thereof the decree should have the same effect as if such conveyance had been made.

Upon appeal to the Court of Appeals of the District the decree of the Supreme Court was affirmed, an elaborate opinion on behalf of the appellate court being delivered by Mr. Justice Shepard. 15 App. D. C. 164, 173.

The principal facts upon which the plaintiff relies in support of his suit will appear from the following statement based upon the record:

Circumstances not necessary to be detailed brought Piper and Hay into each other's society while the latter was in the West, with the result that Doctor and Mrs. Piper conceived and expressed the warmest affection for Mr. and Mrs. Hay and in many ways indicated that they wished the latter to stand in the relation to them of son and daughter.

As early as May 27, 1883, Hay and wife received a letter written by Mrs. Piper for herself and husband, which was addressed "Dear Son Edwin and Daughter Florence." It closed with these words: "Do be careful Daughter Florence. As ever most affectionately, Father and Mother Piper." These relations continued during 1883, 1884 and 1885. And on the

Statement of the Case.

23d day of December, 1885, Doctor Piper wrote to Hay, addressing him as "My Dear Boy." After referring to Hay's then recent sickness, he said: "I wish that we were in Washington to look after you a little-perhaps we could help you some in that direction. By the way, what do you think of our looking to your city as a residence for the few years still perhaps left to us? Suppose I could command, say twenty-five thousand dollars certainly, and perhaps nearly as much more, what would you think it? We have no relations or friends to whom we owe anything as to the final disposition of our property." That letter thus closed: "Good night, with much love to you all son, daughter, grandchildren and all."

Under date of January 11, 1886, Piper again wrote Hay, addressing him as "Dear Son, Ned." And on the 14th of January, 1886 another letter, signed "Father and Mother Piper," and addressed to "Darling Edwin and Florence," was written as Piper and wife were about to leave Chicago for San Francisco, in which city the Doctor was to appear as an expert witness in the matter of handwriting. In that letter, which was written by Mrs. Piper for herself and husband, Hay and wife were informed that a will had been prepared and left in the custody of Judge Charles H. Wood of Chicago, by which "we bequeath to you the whole of our property with the exception of a few legacies amounting to about five hundred dollars." In the same letter it was said: "In case of Dr.'s death Edwin and I are appointed executors of the Dr.'s will. In case of our death by accident on the journey, Edwin will attend to all business connected with all property left by us, which with the exception of the legacies goes to Edwin as above stated. He will of course find the will deposited as above said with Judge Wood, and with it a schedule of property, and also a key to box in safe deposit vault of First National Bank, containing property as set forth in schedule above noticed. Edwin will look after this matter as soon after our death as possible, as there are some things in the papers and the will which will need immediate attention." The following postscript was added: "In case we are killed on our journey, going or returning, Edwin will