"It is true the charter of the defendants requires their contract of insurance to be executed in a particular mode; but shall they be permitted, if they adopt a different mode and receive the benefit of the contract, if a loss happens, to insist that their contracts were not in the shape and form requisite, and in this way escape responsibility, and defraud with im punity those who may choose to contract with them."

N. E. Fire Ins. Co. v. Schettler, 38 Ill., 171. "If a private person can agree by parol to make insurance, so can a corporate body, unless the power of thus contracting is plainly denied to it by its organic law."

N. E. Fire & Mar. Ins. Co. v. Robinson, 25 Ind., 541.

"Even an express provision in the Act of incorporation that policies subscribed by the president and countersigned by the secretary, or however else, shall be binding on the corporation, merely specifies one sufficient mode of making the contract, and affords no just inference that this mode is exclusive of others, or that contracts not in writing are invalid.

May, Ins., pp. 14, 15, §§ 15, 16; Bliss Life Ins., p. 184, § 189, Trustees etc., v. Brooklyn Ins. Co., 19 N. Y., 309; Bank of Columbia v. Patterson, 7 Cranch, 299; Mechanics' Bank v. Bank of Columbia, 5 Wheat., 326; Bank of U. 8. v. Dandridge, 12 Wheat., 69; New England Marine Ins. Co. v. De Wolf, 25 Mass., 56; Foster v. Essex Bank, 17 Mass., 479; Tay loe v. Merchants' Fire Ins. Co., 9 How., 390; Commercial Ins. Co. v. Union Ins. Co., 19 How., 318, 15 L. ed. 636; Sanborn v. Fireman's Ins. Co., 82 Mass., 448.

In a recent insurance case in England, arising under a registered deed of an organization upon a policy of life insurance not executed according to the requirements of the 20th section of the deed, Lord Campbell, giving the opinion of the court, holds the following language:

"There are no nullifying words in the 20th section of the deed of settlement, and they may be well considered as directory, instead of creating by implication a condition precedent which might work such enormous injustice.

Prince of Wales Assur. Co. v. Harding, 1 E. B. & E., 216.

The language under construction, even if held mandatory, is applicable only to executed contracts or policies of insurance, and not to preliminary agreements to make insurance or issue a policy.

Security Fire Ins. Co. v. The Kentucky Mar. Ins. Co., 7 Bush., 88; Constant v. Alleghany Co., 1 Am. Law Reg., (N. S.) 116.

If the contract may be enforced in equity, it may also be enforced at law.

McCulloch v. Eagle Ins. Co., 18 Mass., 280; Hamilton v. Lycoming Ins. Co., 5 Pa. St. 342; Mobile Dock Ins. Co. v. McMillan, 31 Ala. 711; Tayloe v. Merchants' Ins. Co., 9 How., 405; Audubon v. Excelsior Co., 27 N. Y., 216; Pratt v. Hudson R. R. Co., 21 N. Y., 314; Lightbody v. N. A. Ins. Co. 23 Wend., 24.

In the case at bar, a policy was actually executed by the Company in pursuance of the preliminary contract.

A policy once executed, although not de

trover will lie for its value.

Kohne v. N. A. Ins. Co., 1 Wash. (C. C.) 93; Phil. Ins., sec. 1992; Park. Ins., 4; Marsh. Ins., 303; May, Ins., sec. 45; Bliss, Ins., sec. 160. The assured may sue on the policy, even though the possession be wrongfully withheld by the assurer.

Sheldon v. Conn. Mut. Ins. Co., 25 Conn., 207; Fried v. Royal Ins. Co., 47 Barb., 127. To the same point are Kentucky Mut. Ins. Co. v. Jenks, 5 Ind. 96; Davenport v. Peoria Ins. Co., 17 Ia. 276; Hallock v. Com. Ins. Co., 2 Dutch., 268; Bragdon v. Appleton Ins. Co., 42 Me., 259.

The agent was authorized to do after the fire, that which before the fire he had obligated the Company to do.

Lightbody v. N. A. Ins. Co., 23 Wend., 18; Perkins v. Washington, 4 Cow., 661; Fried v. Royal Ins. Co., 47 Barb., 127; DeCamp v. N. J. Am. L. Ins. Co., Ins. Law J., vol. 3, No. 2. p. 91.

The policy, once executed by the agents, was held by them under their express management for the insured as his property, and needed no other delivery to perfect the title of the insured thereto.

Mr. Justice Field delivered the opinion of the court:

The charter of the Company defendant in the same clause which authorizes its president and directors to make insurance against fire, and for that purpose to execute such "contracts, bargains, agreements, policies and other instruments" as may be necessary, declares that every such contract, bargain, agreement and policy shall be in writing or in print, and be under the seal of the Corporation, and be signed by the president and attested by the secretary or other officer appointed for that purpose.

Where similar language as to the form of the contract or policy was used in connection with a like grant of power to insure, in a general statute of Pennsylvania respecting insurance companies, it was held by the late Mr. Justice Grier, in a case before the Circuit Court of the United States, that a company to which the law applied, could make an insurance, which would be legally valid, only by a policy attested by the officers and seal of the Corporation. Constant v. Ins. Co., 3 Wall. (C. C.) 316. The learned justice undoubtedly considered that the mode in which the contract or policy could be made was so associated with the grant of power as to be essential to a valid exercise of the power. And such appears to be the natural import of the language of the clause of the charter of the defendant under *consid- [*567 eration in this case, when the whole clausethat which confers the power and that which prescribes the mode of its exercise-is réad.

But the learned justice at the same time very justly observed, that before the policy was attested in due form the president or secretary, or whoverer else might act as general agent of the Company, might make agreements and parol promises as to the terms on which a policy should be issued, so that a court of equity would compel the Company to execute the contract specifically; and that where a loss had happened, to avoid circuity of action.

manifest intent of the parties that the contract should operate from its date, so as to give the plaintiff the same legal remedy which he would have had if the policy had been then delivered; that the agent pursued his authority in delivering the policy after the loss, and that the delivery bound the defendants.

In the case of Davenport v. Ins. Co., 17 Iowa, 277, the power of an agent to issue a policy after a loss, pursuant to his agreement, was very fully and ably considered with reference to the principal decisions on the subject. There the agreement for insurance was made between parties by their agents on the 20th of March; on the night of the same day the property was destroyed by fire; on the following morning the policy was executed and delivered in accordance with the agreement, both parties at the time being ignorant of the loss. The court held that the policy was valid and binding; that the doctrine that an act done at one time may take ef571*] fect as of a *prior time, by relation back, was applicable to contracts of insurance; that the agreement to insure was the principal act, and that the formal execution of the policy might be concurrent therewith, or subsequent thereto, and when subsequent, and made as of the date of the principal act, took effect by relation as of that date.

Numerous other authorities to the same purport were cited on the argument, but we do not deem it necessary to pursue the subject further. We see no error in the ruling of the court below, and its judgment must, therefore, be affirmed; and it is so ordered.

LUTHER C. CLARK, Piff. in Err.,

V.

IOWA CITY.

(See S. C., 20 Wall., 583-590.) Action on coupons-limitations of—when statute begins to run.

1. A state Statute of Limitations is not a bar to an action upon the coupons detached from bonds and transferred to parties other than the holders of the bonds (which bonds had been canceled), when it would not be a bar to an action on the bonds themselves had they not been canceled.

2. The statute of a State which extends the same limitation to actions on all written contracts. sealed or unsealed, begins to run against detached coupons from their respective maturities.

NOTE.-Suits on coupons detached from bonds. See note to Kenosha v. Lamson, 19 L. ed. U. s. 725.

the defendant upon its demurrer. The judges of the court below were divided in opinion, and a certificate of division of opinion was filed. The case further appears in the opinion. Mr. James Grant, for plaintiff in error, cited Kenosha v. Lamson, 9 Wall., 483, 19 L. ed., 729; City of Lexington v. Butler, 14 Wall., 282, 20 L. ed. 809.

The distinction which is endeavored to be made in relation to these coupons, that by being severed from the bond they become a different kind of paper, more adverse to the commercial holder, has not received the countenance of this court.

It is true, as was said in Nat. Exchange Bank v. Hartford, P. & F. R. R. Co., 8 R. I., 375, that when once detached and negotiated, they cease to be mere incidents to the bond and become an independent claim, and the amount may be sued separately and collected, although the bond be paid; but they continue to be, not as is contended in these cases, which this court has already overruled, separate covenants to pay installments of money, but the incident of interest on the bond, not barred by the statute until the bond is barred, but copies of the body of the bond, made transferable for the convenience of the holders, to enhance the value of the bond.

Messrs. Robinson & Patterson, for defendant in error:

un

From the earliest history of the Statute down to the present time, it seems to have been a fundamental principal, sustained by an broken series of decisions, that it begins to run from the time the plaintiff has a full and perfect right to prosecute his demand.

Ang. Lim. 42; Little v. Blunt, 26 Mass., 490; Arnold v. U. S., 9 Cranch, 104; Miller v. Miller, 24 Mass., 133; Dixon v. Holdroyd, 7 Ell. & B., 903; Bennett v. Herring, 1 Fla., 387; Sherman v. Western Stage Co., 24 Ia., 553; Baker v. Johnson Co., 33 Ia., 155.

We apprehend that the counsel on the other side will not dispute that the right of action he is attempting to enforce to-day might have been commenced at the maturity of the coupons, to wit: in January, 1860, more than ten years prior to the commencement of this suit.

Interest coupons may be at once severed from the bonds without its being an alteration or mutilation of the instrument. They may be passed from hand to hand by delivery when made payable to bearer, as in this case. Suit may be brought by the owner and holder thereof without any reference as to who is the ownhad before that time been fully paid off and er and holder of the bond, and whether the bond satisfied. Thus, there is given them every attribute of independent negotiable paper.

Gelpcke v. Dubuque, 1 Wall., 206, 17 L. ed., 525; Thompson v. Lee County, 3 Wall., 332, 18 L. ed., 178; Aurora City v. West, 7 Wall., 105, 19 L. ed., 50; Comrs. of Knox County v. Aspinwall, 24 How., 376, 16 L. ed., 735; Burnham v. Brown, 23 Me., 400; Tucker v. Randall, 2 Mass., 283.

It is true that two courts in this country have held that one could not successfully plead the Statute of Limitations to annual interest due on a promissory note. We refer to Ferry v. Ferry, 56 Mass., 92, and Grafton Bank v. Doe, 19 Vt., 467.

For our purpose, it is not necessary for us to question the accuracy of those decisions. They are based upon the theory that, "The interest is regarded as the incident of the debt and recoverable with it; and although the creditor may recover for the interest which accrues before the principal becomes due, yet if he forbear to bring his action for that purpose, as he may, the interest remains incident to the debt and may be recovered with it."

We apprehend that there exists no legal similarity in the two cases by reason of the change heretofore mentioned, made by the recent decisions of the United States Courts, placing coupons on an independent footing from the bond, giving them all the attributes of commercial paper.

Nat. Ex. Bank v. Hartford, Prov. & F. R. R. Co., 8 R. I., 375; 5 Am. Rep., 582.

In City v. Lampson, 9 Wall. 477, 19 L. ed., 725, the court, in effect, says, that if twenty years had elapsed from the maturity of the coupon, it would have been barred.

City of Lexington v. Butler, 14 Wall., 288, 20 L. ed., 810.

It seems to us that this court did not intend to change the rule so long recognized by all courts, that the Statute of Limitations would commence to run against a claim so soon as a legal right to bring suit accrued to a party The rule is a good one, by reason of its universal adoption by the courts of the country. It is a proper one, by reason of its certainty in fixing an accurate time on all cases in which the statute should commence to run.

We think we are justified, by the decisions cited, in saying that the Statute of Limitations begins to run against any claim so soon as an action may be brought thereon; that, by the decisions of this court. coupons or interest warrants (which are the basis of this suit) have all the character and incidents of independent negotiable paper, and suit may be brought thereon by any party being the holder thereof, so soon as they mature; that so soon as an action may be brought thereon, the statute begins to run, as a legitimate sequence.

By the laws of Iowa, as we have seen, ten years is the period of limitation fixed, both upon bonds and coupons. Revision of Iowa,

2529.

That the rule contended for by the plaintiff, if adopted by this court, would entirely change the rule when the statute would commence to run against this class of claims, or we would have the anomaly of a right of action existing without the statute running against it, or we would have different periods of time under the same statute barring the same class of claims. As an illustration; if the interest coupon matures five years before the bond, ther, according to the theory of the plaintiff, the coupon would not be bound short of fifteen years after an action could have been brought thereon. The bond being, under Statute of Iowa, barred in ten years, a similar coupon cut from the same bond, maturing one year later, would have a limitation of fourteen years, and all under the same statute, fixing the limitation at ten years in all cases of this class.

sums of $500 each, payable to bearer in the City of New York, on the first of January, 1876, with annual interest at the rate of ten per cent. a year, payable on the first day of January of each year. For the different installments of interest, coupons were annexed.

The bonds were taken up and canceled before the commencement of this action, but previous to such cancellation the coupons for interest due on the first of January, 1860, upon which the action was brought, were detached and negotiated to other parties until by purchase they came to the possession of the plaintiff. In bar of the action the defendant pleaded the Statute of Limitations of Iowa. That statute prescribes the limitation of ten years to actions on all written contracts, whether under seal or otherwise.

The simple question, therefore, presented for our determination is, whether the statute is a bar to an action upon the coupons detached from the bonds and transferred to parties other than the holders of the bonds, when it would *not be a bar to an action on the bonds [*587 themselves had they not been canceled.

The counsel for the plaintiff cites the case of Kenosha v. Lamson, reported in 9 Wall., 477, 19 L. ed. 725, and the case of Lexington v. Butler, reported in 14 Wall., 282, 20 L. ed., 809, as conciusive against the bar of the statute. There are expressions in the opinions of the court in those cases, which, detached from the context, would seem to justify this conclusion. But the whole purport of the decisions in those cases was to the effect that the coupons being given for interest on the bonds, partook of their nature and were equally high as security and, therefore, the statute could only run against them when it would run against instruments of the dignity of the bonds. In other words, the decisions only established the doctrine that the coupons so far partook of the nature of the bonds that as the latter were specialties so were they specialties also, and not mere simple contracts. See, also, Knox Co. v. Aspinwall, 21 How., 539, 546, 16 L. ed., 208, 211.

The first case, that of Kenosha v. Lamson, supra, arose in Wisconsin, where actions upon sealed instruments are not barred until the lapse of twenty years, whilst actions upon simple contracts are barred in six years. The action was brought upon the coupons when more than six years but less than twenty years had elapsed after their maturity. And the court held that the coupons were substantially copies of the bond in respect to the interest, and were given to the holder of the bond for the purpose of enabling him to collect the interest at the time and place mentioned, without the trouble of presenting the bond every time the interest became due, and to enable him to realize the interest by negotiating the coupons in business transactions; and that the coupons partaking of the nature of the bonds, which were of higher security than simple contracts, were not barred by lapse of time short of twenty years. The court concluded its opinion by observing that it would be a departure from the purpose for which the coupons were issued, and from *the intent of the parties, to hold that [*588 when they are cut off from the bonds the nature and character of the security changes and becomes a simple contract debt, and adds: "Our conclusion is that the cause of action is not barred by lapse of time short of twenty years."