equally sound under the Constitution of this | pany liable thereunder, or a refusal to issue commonwealth.

(147 N.E.)

of power to amend the charters of corpora-, 1075; Lorando v. Gethro, 228 Mass. 181, 187, tions, insurance being a business which has 117 N. E. 185, 1 A. L. R. 1374; Cosmopolitan become of public concern and hence subject Trust Co. v. Mitchell, 242 Mass. 95, 113, 136 to public regulation. N. E. 403; Chicago, Milwaukee & St. Paul Railroad v. Wisconsin, 238 U. S. 491, 502, 35 S. Ct. 869, 59 L. Ed. 1423, L. R. A. 1916A, 1133. We think that the proposed bill upon this point is distinguishable from cases like Chas. Wolff Packing Co. v. Industrial Court, 262 U. S. 522, 43 S. Ct. 630, 67 L. Ed. 1103, 27 A. L. R. 1280; Adkins v. Children's Hospital, 261 U. S. 525, 43 S. Ct. 394, 67 L. Ed. 785, 24 A. L. R. 1238; Chicago, Milwaukee & St. Paul Railway v. Polt, 232 U. S. 165, 34 S. Ct. 301, 58 L. Ed. 554; Coppage v. Kansas, 236 U. S. 1, 35 S. Ct. 240, 59 L. Ed. 441, L. R. A. 1915C, 960, and Chastleton Cor. v. Sinclair, 264 U. S. 543, 44 S. Ct. 405, 68 L. Ed. 841.

The several features of the proposed bill set forth in the eighth question as provisos constitute serious limitations upon customary methods of conducting the insurance business. The question whether a particular risk shall be assumed by an insurer or surety is an important factor in the conduct of such business. Health, age, and susceptibility to disease form the basis of acceptance or rejection of most applicants for life insurance. Character, physical capacity, sight, hearing, financial responsibility, record of past conduct, personal habits, nature and extent of business and general reputation are among the elements of essential significance in determining whether motor vehicle liability bonding or insurance for any particular applicant shall be undertaken. To subject the determination of such a vital question by an insurer or surety to review is a great interference with freedom of contract. The right to freedom of contract is secured as a general rule by the constitutions of commonwealth and nation; but there are exceptions where legislative interference with that right| is permissible. We are of opinion that the proposed bill in this aspect does not franscend legislative power. The right of the citizen to register a motor vehicle whereby he may travel upon the ways is made strictly conditional upon his depositing cash or securities or upon procuring a motor vehicle liability policy or bond. This, too, is a great interference with freedom of action. The refusal by corporations to issue such policy or sign such bond may drive one out of business or seriously impair his convenience. Where such paramount interests are at stake with sole reference to the use of public ways provided wholly at the expense of the government, there is constitutional basis for legislative regulation to the end that no injustice may be done. Unwarranted discrimination may arise against certain applicants. Instances may arise of honest difference of opinion whether a policy or bond ought to be issued at all, or whether, after issuance, it ought to be canceled. To provide an impartial administrative tribunal to settle such controversies, although going to the verge of power, cannot in our opinion be pronounced in excess of the authority conferred by the Constitution upon the General Court. It follows that a statute such as that here proposed, as to the board of appeal and its powers, would be valid in the main in its effect on existing domestic insurance corporations or such as may be hereafter organized. New York Life Insurance Co. v. Hardison, 199 Mass. 190, 198, 199, 85 N. E. 410, 127 Am. St. Rep. 478; Commonwealth v. Boston & Northern Street Railway, 212 Mass. 82, 85, 98 N. E.

[34] That which a state may do with corporations of its own creation, it may do with foreign corporations admitted to do business within its borders as a condition of their continuance of business, provided in other respects no constitutional obstacle is encountered. These propositions have been applied to corporations doing business of insurance.

Orient Ins. Co. v. Daggs, 172 U. S. 557, 566, 19 S. Ct. 281, 43 L. Ed. 552.

[35, 36] The penalties which may be enforced under the proposed act against the company for failure to comply with decision of the board of appeal are not in excess of legislative power to impose. A corporation which refuses to conduct its business in accordance with valid laws cannot complain if its right to transact business is suspended or revoked. National Fertilizer Co. v. Fall River Five Cents Savings Bank, 196 Mass. 458, 82 N. E. 671, 14 L. R. A. (N. S.) 561, 13 Ann. Cas. 510; New York Life Ins. Co. v. Hardison, 199 Mass. 190, 85 N. E. 410, 127 Am. St. Rep. 478.

[37] The provision that the finding of the appeal board shall be "final and binding upon the parties" violates no part of the Constitution. Doubtless that provision means or must be construed to mean that findings of fact are final, not that there is not some means of correcting crucial errors of law. A provision like this stands on the same constitutional footing as findings of fact made by other boards or commissions. National Dock & Storage Warehouse Co. v. Boston & Maine Railroad, 227 Mass. 197, 116 N. E. 544; Fall River v. Public Service Commissioners, 228 Mass. 575, 117 N. E. 915; Pigeon's Case, 216 Mass. 51, 55, 102 N. E. 932, Ann. Cas. 1915A, 737; Renado v. Lummus, 205 Mass. 155, 158, 91 N. E. 144; Weymouth, Petitioner, 250 Mass. The principle stated in Commonwealth v. Maletsky, 203 Mass. 241, 89 N. E. 245, 24 L. R. A. (N. S.) 1168, and similar decisions, has no relevancy to this part of the proposed act.

- 146 N. E. 720.

[38] The board of appeal as constituted

by the proposed act is a purely administra-] tive tribunal. It is in no sense a court, although it may exercise quasi judicial functions. There is established by article 30 of the Declaration of Rights a sharp, mandatory and unescapable division between the executive, legislative and judicial departments of government, and an absolute prohibition against each one from exercising

[40] The provision of the proposed act to the effect that the decree of the superior court "shall be final" presents no constitutional difficulty. It was said in Renado v. Lummus, 205 Mass. 155, 158, 91 N. E. 144, 145, with ample citation of authorities, that:

magistrate by a statute, and there is no provi"Where jurisdiction is given to a court or sion for an appeal, the decision of the court or magistrate is final."

functions of either of the others. In view of this command of the Constitution, it is beyond the power of the Legislature to require any court merely to register a mechan- Nevertheless, such decree when entered ical approval of the doings of an adminis- would be subject to the limited review availtrative or executive committee, without ex-able by writ of certiorari. Swan v. Justices amination as to the legal merits of such do- of the Superior Court, 222 Mass. 542, 111 N. ings. Courts in reaching decisions are bound E. 386; Commissioner of Public Works v. to exercise an independent judicial function. Justice. Dorchester Municipal Court, 228 Simply to set in motion machinery perfunc-Mass. 12, 116 N. E. 969; Young v. Duncan, torily and inevitably leading to a specified 218 Mass. 346, 354, 106 N. E. 1. A bill of final judgment, without first exercising an untrammeled decision in accordance with established constitutional and legal principles, would not be judicial work. A court cannot be made an automatic adjunct of an administrative board. Judicial work to be performed in a judicial manner alone can be required of or performed by courts. Cosmopolitan Trust Co. v. Mitchell, 242 Mass. 95, 116, 136 N. E. 403 and cases there collected. Attorney General v. Pelletier, 240 Mass. 264, 296, 134 N. E. 407 and cases there collected. Muskrat v. United States, 219 U. S. 346, 31 S. Ct. 250, 55 L. Ed. 246. See Keller v. Potomac Electric Power Co., 261 U. S. 428, 43 S. Ct. 445, 67 L. Ed. 731.

[39] The words of the proposed act, if enacted into law, requiring the superior court to enter a decree in accordance with the finding of the appeal board doubtless would be interpreted to mean, in order to save its constitutionality, that such decree should be entered after a judicial examination and inquiry as would be required by the law in the light of that finding. McNicol's Case, 215 Mass. 497, 501, 102 N. E. 697, L. R. A. 1916A, 306; Brown's Case, 228 Mass. 31, 38, 116 N. E. 897; Bell's Case, 238 Mass. 46, 52, 130 N. E. 67; Gillard's Case, 244 Mass. 47, 55, 138 N. E. 384.

review also might be maintained in appropriate instances. Sterling's Case, 233 Mass. 485, 490, 124 N. E. 286. These are extraordinary remedies and do not afford the equivalent of relief by appeal or exception. But that is not essential in the circumstances disclosed as to the proposed bill.

The answer to the eighth question is, "Yes."

9. The answer to the ninth question is, "Yes." The reasons leading to that conclusion have been set forth in the answer to the eighth question.

[41] 10. All the particular questions contained in the order, aggregating a very considerable number, have been answered to the best of our ability. For the reasons stated at length in Opinion of the Justices, 239 Mass. 606, 612, 133 N. E. 453, we respectfully ask to be excused from making further answer touching other aspects of the proposed bill.

ARTHUR P. RUGG.
HENRY K. BRALEY,
JOHN C. CROSBY.
EDWARD P. PIERCE.

JAMES B. CARROLL.

WILLIAM C. WAIT.

GEORGE A. SANDERSON.

(147 N.E.)

(240 N. Y. 149)
RUSSIAN REINSURANCE CO. et al. v.
STODDARD, State Superintendent of
Insurance, et al.

(Court of Appeals of New York. April 7,
1925.)

1. Corporations 661 (1) - Corporation organized under laws of recognized foreign state can ordinarily assert rights in New York courts.

surance Law, § 27, to protect policy holders and creditors, as condition to right to engage in business within the state, where such government has not been recognized by the State Department, in view of section 63, subd. 4; the court in such case being actuated by public policy and common sense.

Crane, J., dissenting.

Appeal from Supreme Court, Appellate Division, Third Department.

Action by the Russian Reinsurance Com

Corporation organized and existing under laws of foreign state recognized by the Unit-pany and another against Francis R. Stoded States State Department may ordinarily assert its rights in New York courts, even against New York citizens.

2. Corporations 640-Existence of foreign corporation, capacity to sue, and right of directors to represent it determined according to charter and laws of corporate domicile.

Existence of foreign corporation suing in New York courts, its capacity to sue, and authority of its directors to represent it, or bring action, will be determined according to the charter and the law of its corporate domicile. 3. Corporations 640-Whether foreign corporation has transferred rights or property determined according to law regulating transfer or devolution.

In action by a foreign corporation, the question of whether the corporation's rights or property have passed to another will be determined according to the laws of the particular jurisdiction which may regulate their transfer or devolution.

dard, Jr., as Superintendent of Insurance of the State of New York, and another. Judgment of dismissal was reversed by Appellate Division (211 App. Div. 132, 207 N. Y. S. 574), and defendants appeal. Judgment of Appellate Division reversed, and judgment of Special Term affirmed.

Alber Ottinger, Atty. Gen. (Edward G. Griffin, of Albany, and Joseph C. H. Flynn, of Brooklyn, of counsel), for appellant Superintendent of Insurance.

J. Du Pratt White, Ernest G. Fifield and James A. Murphy, all of New York City, for appellant Bankers' Trust Co.

William C. Cannon, of New York City, amicus curiæ.

Frederick B. Campbell and Paul C. Whipp, both of New York City, for respondents.

LEHMAN, J. The Russian Reinsurance Company was incorporated in December,

4. International law 4-Court will not rec-1899, by the government of Russia under a ognize as lawful sovereign government foreign state civil authorities not recognized by Department of State.

Court will not regard as lawful sovereign government civil authorities not recognized by the United States State Department. 5. Appeal and error 1094 (3) Findings unanimously affirmed by Appellate Division, conclusive on Court of Appeals.

special statute which constitutes its charter and by-laws. In or about 1906 the corporain the state of New York. In accordance tion received authority to transact business with the provisions of section 27 of the Insurance Law (Cons. Laws, c. 28), it appoint-' ed the Mercantile Trust Company of New York (subsequently merged into the defendant Bankers' Trust Company) as trustee, and deposited with it under a trust agreement securities and money to be held as its capital in this state for the protection of policy6. International law 10-Court will not as- holders and creditors in the United States. sume jurisdiction of action by Russian insur-As such trustee the defendant Bankers' Trust ance company nationalized by decree of Russian government not recognized by United States government.

Findings of Special Term únanimously affirmed by Appellate Division are conclusive on Court of Appeals.

Where Russian insurance corporation has been nationalized by decree of Soviet government, and has been prohibited by such government from holding directors' and stockholders' meetings, and from engaging in business in Russia as a corporation, New York court will not assume jurisdiction of action by corporation brought at the instance of directors who have been ejected from Russia and have held meetings in France against New York trust company to recover money and securities originally deposited by the corporation under In

Company now holds these securities and

moneys.

This action has been brought to compel their return to the plaintiffs. The Bankers' Trust Company claims no interest in this property except as trustee or depositary. It resists the plaintiffs' claim solely on the ground that the plaintiffs fail to establish ownership or right of possession to the exclusion of others who might demand the property hereafter. That at the present time the plaintiff corporation is no longer in existence or, if in existence, has no capacity to sue; or, in the alternative, that the men who

claim to be its directors and as such have, Cranch, 241, 2 L. Ed. 608; Gelston v. Hoyt, attempted to take corporate action to de- 3 Wheat, 246, 4 L. Ed. 381; Kennett v. mand the return of the property and to authorize the bringing of this suit no longer represent the corporation. It urges that, in any event, the courts of this state should not assume jurisdiction of the action because they cannot grant a judgment which would be binding upon other parties who are not before the court, and who might hereafter be able to establish a valid claim to the cause of action or property formerly belonging to this plaintiff.