Missouri laws which (Mo. Rev. Stat. 1899, § 7897) provide that, in case of nonpay ment of insurance premiums, three fourths of the policy reserve, after deducting certain liabilities, shall be appropriated to purchasing term insurance, and thus prevent applying the entire cash surrender value to the payment of the loan in case of default, in accordance with the terms of the loan agreement and the law of New York. [For other cases, see Conflict of Laws, I. b, 3, in Digest Sup. Ct. 1908.] [No. 215.] Blees had the constitutional right, while remaining in Missouri, to make a valid contract, i. e., the loan agreement, outside the state; and Missouri could neither prevent the contract nor modify its terms, even though some acts pursuant to such already-existing contract were performed in Missouri. Allgeyer v. Louisiana, 165 U. S. 578, Argued April 21 and 24, 1922. Decided 584, 592, 41 L. ed. 832, 834, 836, 17 Sup. May 29, 1922. The facts are stated in the opinion. ment between the insured, a citizen of Missouri, and the insurance company, a New York corporation, whether regarded as completed by the delivery of the application for the loan to the company's representative in Missouri, by whom it was forwarded, together with the policy, to the home office, the policy containing a positive promise by the company to make the loan if asked, or by the delivery of the check for the loan, also in Missouri, was to be tested by the Missouri laws, one of which, § 7897, Mo. Rev. Stat. 1890, provided that, in case of nonpayment of insurance premiums, three fourths of the policy reserve, after deducting certain liabilities, should be appropriated to purchasing term insurance, and that this prevented the applying of the entire cash surrender value to the payment of the loan in case of default, in accordance with the terms of the loan agreement and the law of New York. In New York L. Ins. Co. v. Dodge, 246 U. S. 357, 62 L. ed. 772, 38 Sup. Ct. Rep. 337, Ann. Cas. 1918E, 593, however, a loan agreement between a citizen of Missouri and a New York life insurance company was held a New York contract, the validity of which was to be tested by the laws of New York, where the agreement was signed in Missouri, and forwarded 1 Mandate stayed, and leave granted June 5, 1922, to present petition for rehearing within sixty days, on motion of Mr. Frederic D. McKenney in that behalf. Ct. Rep. 427; State v. Williams, 46 La. Ann. 927, 15 So. 290; New York L. Ins. Co. v. Head, 234 U. S. 149, 157, 165, 58 L. ed. 1259, 1262, 1266, 34 Sup. Ct. Rep. 879; Head v. New York L. Ins. Co. 241 Mo. 403, 147 S. W. 827; New York L. Ins. Co. v. Dodge, 246 U. S. 357, 62 L. ed. 772, 38 Sup. Ct. Rep. 337, Ann. Cas. 1918E, 593. The Blees loan was closed out in strict compliance with the loan agreement and the New York laws. It with the application for the loan and the policy, which was a Missouri contract, to the company at its home office, where they were all received, and where a check for the loan was drawn on a New York. bank and mailed to the insured, and the loan agreement recited "that the application for said loan was made to said company at its home office in the city of New York, was accepted, the money paid by it, and this agreement made and delivered there; that said principal and interest are payable at said home oflice; and that this contract is made under and pursuant to the laws of the state of New York, the place of said contract being said home office of said company." will be noticed, as pointed out by the court in MUTUAL L. INS. Co. v. LIEBING, that the policy involved in the Dodge Case provided that "cash loans can be obtained," while in the Liebing Case it was provided that "the company willloan amounts within the limits of the cash surrender value," and that some discretion with respect to making a loan was reserved to the insurer under the policy in the Dodge Case, whereas there was a positive promise under the policy in the LIEBING CASE to make a loan if asked. The court in the Dodge Case said: "Considering the circumstances recited above, we think competent parties consummated the loan contract now relied upon in New York, where it was to be performed. And, moreover, that it is one of a kind Hiscock v. Varick Bank, 206 U. S. 28, 38, 51 L. ed. 945, 952, 27 Sup. Ct. Rep. 681; Clare v. Mutual L. Ins. Co. 201 N. Y. 492, 35 L.R.A. (N.S.) 1123, 95 N. E. 1075; Stevens v. Mutual L. Ins. Co. 227 N. Y. 524, 18 A.L.R. 1141, 125 N. E. 682; Frese v. Mutual L. Ins. Co. 11 Cal. App. 387, 105 Pac. 265; Eagle v. New York L. Ins. Co. 48 Ind. App. 284, 91 N. E. 814; Adams v. Mutual L. Ins. Co. Ind. App., 132 N. E. 688; Wilson v. Royal Union Mut. L. Ins. Co. 137 Iowa, 184, 114 N. W. 1051; Cotnam v. Massachusetts Mut. L. Ins. Co. 180 Iowa, 1141, 162 N. W. 786; Fidelity Mut. Ins. Co. v. Oliver, 111 Miss. 133, 71 So. 302; Rye v. New York L. Ins. Co. 88 Neb. 707, 130 N. W. 434; Cilek v. New York L. Ins. Co. 95 Neb. 274, 145 N. W. 693; Candelaria v. Columbian Nat. L. Ins. Co. 60 Colo. 340, 153 Pac. 447; Ruane v. Manhattan L. Ins. Co. 194 Mo. App. 222, 186 S. W. 1188; Tennent v. Union Cent. L. Ins. Co. 133 Mo. App. 351, 112 S. W. 754. The judgment should be reversed on the authority of New York L. Ins. Co. v. Dodge, 246 U. S. 357, 62 L. ed. 772, 38 Sup. Ct. Rep. 337, Ann. Cas. 1918E, 593. which ordinarily no state, by direct action, may prohibit a citizen within her borders from making outside of them. It should be noted that the clause in the policy providing, 'cash loans can be obtained by the insured on the sole security of this policy on demand, etc.,' certainly imposed no obligation upon the company to make such a loan if the Missouri statute applied and inhibited valid hypothecation of the reserve as security therefor, as defendant in error maintains. She cannot, therefore, claim anything upon the theory that the loan contract actually consummated was one which the company had legally obligated itself to make upon demand.” And in New York L. Ins. Co. v. Scheuer, 198 Ala. 47, 73 So. 409, where an application for a policy was made in Minnesota, and a policy was delivered in that state which provided that the insured might obtain cash loans on the sole security of the policy at any time after the policy had been in force two years, if premiums had been paid to the anniversary next succeeding the date when the loan was obtained, and a policy loan agreement entered into six years after the issuance of the policy provided that the application for the loan was made to the company at its home of fice in the city of New York, and that it was accepted and the money paid by it, Mr. James J. O'Donohoe argued the cause and filed a brief for defendant in error: The policy in suit is a Missouri contract, and being such, Mo. Rev. Stat. 1899, § 7897, which was in force when said policy was issued and delivered, entered into and became a supreme stipulation thereof, as much so as if fully copied therein. It is a constituent element of the policy, and formed part consideration therefor. New York L. Ins. Co. v. Cravens, 178 U. S. 389, 44 L. ed. 1116, 20 Sup. Ct. Rep. 962; Equitable Life Assur. Soc. v. Clements (Equitable Life Assur. Soc. v. Pettus), 140 U. S. 226, 35 L. ed. 497, 11 Sup. Ct. Rep. 822; Northwestern Mut. L. Ins. Co. v. McCue, 223 U. S. 234, 38 L.R.A. (N.S.) 57, 56 L. ed. 419, 32 Sup. Ct. Rep. 220. The supreme court of Missouri did not deny the validity of the New York laws, but only held them inapplicable under the facts proven. Hence, faith and credit were not denied to the New York laws. Smithsonian Inst. v. St. John, 214 U. S. 19, 29, 53 L. ed. 892, 897, 29 Sup. Ct. Rep. 601; Allen v. Allegheny Co. 196 U. and that the agreement was made and delivered there, and that the principal and interest were payable at the home office. and that the contract was made under and pursuant to the laws of the state of New York, "the place of said contract being said home office of said company," it was held that the policy loan agreement was a contract distinct and separate from the original contract of insurance, and that it was governed by the laws of New York. The court said: "The insurance policy anticipated a cash loan upon it by the insured as sole security. It carried a table wherefrom the annual loan value could be accurately ascertained. The policy specified the terms of the loan that might be availed of by the insured. It further stipulated for the satisfaction thereof, in contingencies defined, by recourse to the reserve 'under this policy;' and, under conditions, it invested the borrowing insured with rights that projected beyond default in the payment of the annual premium and in the payment of the loan and the interest thereon. Notwithstanding these contractual assurances to the insured, and these anticipatory contingent provisions for his advantage, there is nothing in the policy contract that required the insured to make a loan under the terms assured thereby. The option was his to make a loan consistent with those anticipatory provisions. Doubtless S. 458, 464, 465, 49 L. ed. 551, 555, 556, 25 Sup. Ct. Rep. 311; Eastern Bldg. & L. Asso. v. Williamson, 189 U. S. 122, 47 L. ed. 735, 23 Sup. Ct. Rep. 527; Banholzer v. New York L. Ins. Co. 178 U. S. 402, 44 L. ed. 1124, 20 Sup. Ct. Rep. 972. The deliberate policy and loan contract in this case is of too much solemnity to be brushed away by loose and inconclusive testimony, and it shows that the whole transaction occurred in Missouri. Northwestern Mut. Ins. Co. v. Nelson, 103 U. S. 544, 548, 549, 26 L. ed. 436438. If plaintiff in error had refused to make the loan in Missouri, contradistinguished from in New York, in accordance with the terms of the policy and the statutes of Missouri which form the supreme stipulations of the policy, then it could have been compelled to do so, with damages, by action against it in the Missouri courts. such provisions were intended to serve, and did serve, to induce the acceptance by the insured of the policy contract, but beyond this he was not obliged to take the loans its terms assured him if he desired to make it. The loan agreement, of a particular form used by the company, was mentioned in policy contract; but the policy contract nowhere indicates a purpose or intent to effect a loan otherwise than through a contract separately executed at a time, within the period fixed by the policy, chosen by the insured; which contract expressly recognized the right of the insured to discharge the loan by cash payment thereof. The essence of a contract, the meeting of the minds of the parties, not being present in, or necessarily resulting from, the policy contract, the 'policy loan agreement,' executed approximately six years after the policy contract was perfected, whereby the policy was assigned, as upon a distinct consideration from that supporting the policy contract, to the insurer as collateral security, was a separate, distinct contract from that evidenced by the policy contract, was not only made in the state of New York, but was, by express declaration of the parties, subjected to the government, in respect of obligations and validity, of the laws of the state of New York. In so construing the 'policy loan agreement' no conflict is instituted between any provision of the policy contract and the loan agreement touching the vital matter of the laws by which the loan agreement should be governed. There is no provision of the policy contract attempting to contradict Hubbard v. Equitable Life Assur. Soc. 4 A.L.R. 886, 895 and note, 81 W. Va. 663, 95 S. E. 811; Reilly v. Steinhart, 217 N. Y. 549, 112 N. E. 468. The evidence in this case establishes, and the trial and supreme court found, that the loan agreement here is a Missouri contract (Liebing v. Mutual L. Ins. Co. Mo. 226 S. W. 897; Head v. New York L. Ins. Co. - Mo. 227 S. W. 437). The finding under the facts proved is correct, for the court could not say, because plaintiff in error issued the check in New York, that that constituted the contract, and controlled and governed the legal status of the whole transaction. Manhattan L. Ins. Co. v. Cohen, Tex. Civ. App. -, 139 S. W. 51, writ of error dismissed in 234 U. S. 123, 58 L. ed. 1245, 34 Sup. Ct. Rep. 874; Haas v. Mutual L. Ins. Co. 90 Neb. 808, 134 N. W. 937, Ann. Cas. 1913B, 919, and note; Lukens v. International L. Ins. Co. 269 or to qualify the right of the parties to subject the loan agreement to the government of the laws of the state of New York; but, even had the policy contract so provided, it is elementary that the parties could subsequently change or modify that contract." In Head v. New York L. Ins. Co. 241 Mo. 403, 147 S. W. 827, it was held that the original contract of insurance having been made in Missouri, by a New York company admitted to do business in Missouri, the laws of that state controlled even as to subsidiary contracts, such as a loan agreement, since they were within the purview of the original contract, and were not to be treated as independent contracts, although they were made in another state, and there were express provisions in both the policy and the loan agreement that they were to be governed by the laws of New York; and this was held notwithstanding the insured was a nonresident of Missouri. This case, however, was reversed by the United States Supreme Court in 234 U. S. 149, 58 L. ed. 1259, 34 Sup. Ct. Rep. 879, upon the ground that, as applied to the loan agreement, it denied the freedom of contract guaranteed by the 14th Amendment. And the decision of the United States Supreme Court in that case governed the decision in New York L. Ins. Co. v. Head, 234 U. S. 166, 58 L. ed. 1266, 34 Sup. Ct. Rep. 883. In Eagle v. New York L. Ins. Co. 48 Ind. App. 284, 91 N. E. 814, a loan agreement, made pursuant to the terms of a policy issued to the husband upon his life, and naming the wife as beneficiary, Mo. 574, 191 S. W. 418; New York L. Ins. Co. v. Head, 234 U. S. 149, 58 L. ed. 1259, 34 Sup. Ct. Rep. 879; Continental Ins. Co. v. Stratton, 185 Ky. 523, 8 A.L.R. 391, 215 S. W. 416. Neither under the laws of Missouri nor of New York is the loan agreement a contract independent of the policy, but is controlled by it and is subsidiary thereto. Liebing v. Mutual L. Ins. Co. Mo. —, 226 S. W. 897; Burridge v. New York L. Ins. Co. 211 Mo. 158, 109 S. W. 560; McCall v. International L. Ins. Co. 196 Mo. App. 318, 193 S. W. 860; Gillen v. New York L. Ins. Co. 178 Mo. App. 89, 161 S. W. 667; Christensen v. New York L. Ins. Co. 152 Mo. App. 551, 134 S. W. 100; Dannhauser v. Wallenstein, 169 N. Y. 199, 62 N. E. 160; Cole v. Knickerbocker L. Ins. Co. 63 How. Pr. 442; MeDonnell v. Alabama Gold L. Ins. Co. 85 Ala. 412, 5 So. 120; Lewis v. New York L. Ins. Co. 30 L.R.A.(N.S.) 1202, 84 C. C. A. 181, 181 Fed. 433. Of course, the loan agreement is a personal obligation of the insured and defendant in error, who, the evidence in this case shows, were solvent, and would have repaid the same upon notice of maturity. Equitable L. Assur. Soc. v. De Lisle, 194 Mo. App. 42, 182 S. W. 1026; Gillen v. New York L. Ins. Co. 178 Mo. App. 89, 161 S. W. 667; Smith v. Mutual Ben. L. Ins. Co. 173 Mo. 329, 72 S. W. 935. Even if the laws of New York were applicable and controlling, yet the Missouri trial court would be bound to direct a verdict for defendant in error, and the Missouri supreme court would be bound to affirm the judgment. Co. 52 App. Div. 402, 65 N. Y. Supp. 330, affirmed in 165 N. Y. 672, 59 N. Ë. 1118; Stevens v. Mutual L. Ins. Co. 227 N. Y. 524, 18 A.L.R. 1141, 125 N. E. 682. The laws of New York cannot, without denying rights to defendant in error guaranteed under the state and Federal Constitutions, be applied in this case, for the authority of the New York laws cannot be extended into the state of Missouri, so as to control contracts there made between citizens thereof and a foreign corporation transacting business therein. New York L. Ins. Co. v. Head, 234 U. S. 149, 58 L. ed. 1259, 34 Sup. Ct. Rep. 879; New York L. Ins. Co. v. Dodge, 246 U. S. 357, 62 L. ed. 772, 38 Sup. Ct. Rep. 337, Ann. Cas. 1918E, 593; American F. Ins. Co. v. King Lumber & Mfg. Co. 250 U. S. 11, 63 L. ed. 815, 39 Sup. Ct. Rep. 431; Hooper v. California, 155 U. S. 648, 39 L. ed. 297, 5 Inters. Com. Rep. 610, 15 Sup. Ct. Rep. 207. The Missouri courts found as a matter of fact that the loan contract here was entered into in Missouri. And what is matter of fact in the state court is matter of fact in this court upon review. Western Life Indemnity Co. v. Rupp, 235 U. S. 261, 275, 59 L. ed. 220, 225, 35 Sup. Ct. Rep. 37; Eastern Bldg. & L. Asso. v. Ebaugh, 185 U. S. 114, 121, 46 L. ed. 830, 833, 22 Sup. Ct. Rep. 566. And later the same court held that the loan agreement in the instant case is a Missouri contract. Head v. New York L. Ins. Co. Mo. 227 S. W. 437. The loan agreement and pledge, even if contracts independent of the policy, are Missouri contracts and governed by Missouri law; for in assignment and pledge contracts, the law of the place of delivery of the thing assigned or pledged, or the owner's domicil, controls. provisions for the loan were contained in the very instrument through which the married woman acquired her right, the statutory provision against surety contracts could not be invoked. Cole v. Knickerbocker L. Ins. Co. 63 How. Pr. 442; Dannhauser v. Wallenstein, 169 N. Y. 199, 62 N. E. 160; Toplitz v. Bauer, 161 N. Y. 325, 55 N. E. 1059; Bailey v. American Deposit & L. but giving him the right to change beneficiaries, was attacked by the wife upon the ground that she signed as surety for the husband, and it therefore was within the inhibition of the Indiana statute against surety contracts, she being a resiIn McGowin v. Menken, 177 App. Div. dent of that state, and the agreement 841, 164 N. Y. Supp. 953, affirmed in having been signed and delivered in that 223 N. Y. 509, 5 A.L.R. 794, 119 N. E. state. There was a provision both in the 877, there was no exercise of the provipolicy and the agreement that they were to be construed according to the laws of sion of the policy giving a right to obtain New York, the place of the contracts be- a loan, but the court stated that, by the ing agreed to be the home office of the express terms of the contract, both the company in New York. The court inti- insurance money and loan and surrender mates, if it does not expressly hold, that values were payable in New York, and the question was governed by the law of that that state, being the place of perNew York, rather than by that of In-formance, its law governed the rights of diana, but also points out that, since the the parties. Manhattan L. Ins. Co. v. Cohen, Tex. Civ. App. 139 S. W. 51, writ of error dismissed in 234 U. S. 123, 58 L. ed. 1245, 34 Sup. Ct. Rep. 874; Hatch v. Standard Oil Co. 100 U. S. 124, 25 L. ed. 554; Black v. Zacharie, 3 How. 483, 11 L. ed. 690; Owen v. Miller, 10 Ohio St. 142, 75 Am. Dec. 502; Noble v. Smith, 6 R. I. 449; Rail v. Little Falls Lumber Co. 47 Minn. 422, 50 N. W. 471; Henline v. Hall, 4 Ind. 189; Jenkins v. Jarrett, 70 N. C. 255; Falls v. United States Sav. Loan & Bldg. Co. 97 Ala. 417, 24 L.R.A. 174, 38 Am. St. Rep. 194, 13 So. 25; Washington Nat. Bldg. & L. Invest. Asso. v. Stanley, 38 Or. 341, 58 L.R.A. 816, 84 Am. St. Rep. 793, 63 Pac. 489; Phillips v. Moor, 71 Me. 78. The policy, pledge, and loan agreement are Missouri contracts, notwithstanding the stipulation in the policy and loan agreement that the sum insured and the amount of the loan were to be paid in the city of New York. This is especially true since both instruments are non-negotiable. For it is elementary that a contract void by the law of the place where made, even though it is to be performed in another state, by the laws of which it would be valid, is void everywhere, as the courts of no state will enforce the void contracts of another state. Liverpool & G. W. Steam Co. v. Phenix Ins. Co. (The Montana) 129 U. S. 397, 32 L. ed. 788, 9 Sup. Ct. Rep. 469; Knights Templars & M. Mut. Aid. Asso. v. Greene, 79 Fed. 461; 2 Elliott, Contr. § 1202; 9 Cyc. pp. 672, 674; Millard v. Brayton, 177 Mass. 537, 52 L.R.A. 117, 83 Am. St. Rep. 294, 59 N. E. 436; Union Nat. Bank v. Chapman, 169 N. Y. 538, 57 L.R.A. 513, 88 Am. St. Rep. 614, 62 N. E. 672; China Mut. Ins. Co. v. Force, 142 N. Y. 90, 40 Am. St. Rep. 576, 36 N. E. 874; Staples v. Nott, 128 N. Y. 403, 26 Am. St. Rep. 480, 28 N. E. 515; Burr v. Beckler, 264 Ill. 230, L.R.A. 1916A, 1049, 106 N. E. 206, Ann. Cas. 1915D, 1132; Brown v. American Finance Co. 31 Fed. 516; Acme Food Co. v. Kirsch, 166 Mich. 433, 38 L.R.A. (N.S.) | 814, 131 N. W. 1123; Kennedy v. Cochrane, 65 Me. 594; Bailey v. Hope Ins. Co. 56 Me. 479; Clark v. Southern R. Co. 69 Ind. App. 731, 119 N. E. 589; Exchange Bank v. Hubbard, 10 C. C. A. 295, 26 U. S. App. 133, 62 Fed. 112; Potter v. The Majestic, 23 L.R.A. 746, 9 C. C. A. 161, 20 U. S. App. 503, 60 Fed. 624; American Freehold Land Mortg. Co. v. Sewell, 92 Ala. 163, 13 L.R.A. 299, 9 So. 143; Union Cent. L. Ins. Co. v. Woods, 11 Ind. App. 348, 37 N. E. 180, 39 N. E. 205; Pacific States Sav. Loan Bldg. Co. v. Hill, 40 Or. 280, 56 L.R.A. 163, 91 Am. St. Rep. 477, 67 Pac. 103; Reed v. Western U. Teleg. Co. 135 Mo. 661, 34 L.R.A. 492, 58 Am. St. Rep. 609, 37 S. W. 904; Wm. Glenny Glass Co. v. Taylor, 99 Ky. 28, 34 S. W. 711. Even if the loan agreement was accepted by plaintiff in error in New York, yet notice of acceptance and payment in Missouri of part of the proceeds of the loan by the plaintiff in error's Macon, Missouri, representative, to insured, were conditions precedent, and hence, of themselves, make the loan agreement a Missouri contract. Crohn v. United Commercial Travelers, 170 Mo. App. 273, 156 S. W. 472; Perry v. Dwellinghouse Ins. Co. 67 N. H. 294, 68 Am. St. Rep. 668, 33 Atl. 731; Heiman v. Phoenix Mut. L. Ins. Co. 17 Minn. 153; Continental Ins. Co. v. Stratton, 185 Ky. 523, 8 A.L.R. 391, 215 S. W. 416. Upon the death of the insured, and until the case came down for retrial the first time, the defendant construed the policy, pledge, and loan agreement to be Missouri contracts; and having so interpreted its own contracts, on principle and authority it is bound thereby. Andrus v. Fidelity Mut. L. Ins. Asso. 168 Mo. 166, 167, 67 S. W. 582; St. Louis Gaslight Co. v. St. Louis, 46 Mo. 121; Rogers v. Western Indemnity Co. 189 Mo. App. 90, 173 S. W. 1087; Fuller Bros. Toll Lumber & Box Co. v. Fidelity & C. Co. 94 Mo. App. 490, 68 S. W. 222; Boettger v. Roehling, 74 Mo. App. 256. Under the well-settled rule, force must be given to the terms of the policy that sustain, rather than to the terms of the loan agreement which would forfeit, the policy, because forfeitures are not favored by the law. Phoenix Mut. L. Ins. Co. v. Doster, 106 U. S. 30, 27 L. ed. 65, 1 Sup. Ct. Rep. 10; Stark v. John Hancock Mut. L. Ins. Co. 176 Mo. App. 574, 159 S. W. 758; Dibert v. D'Arcy, 248 Mo. 617, 154 S. W. 1116; Gardner v. Union Cent. L. Ins. Co. 5 Fed. 430; Brooklyn L. Ins. Co. v. Dutcher, 95 U. S. 269, 24 L. ed. 410; Bruce v. Continental L. Ins. Co. 58 Vt. 253, 2 Atl. 710; Eddy v. Phoenix Mut. L. Ins. Co. 65 N. H. 27, 23 Am. St. Rep. 17, 18 Atl. 89; Franklin L. Ins. Co. v. Wallace, 93 Ind. 7; North-Western Mut. L. Ins. Co. v. Little, 56 Ind. 504; Ohde v. Northwestern Mut. L. Ins. Co. 40 Iowa, 357; Northwestern Mut. L. Ins. Co. v. Fort, 82 Ky. 269; Symonds v. Northwestern Mut. L. Ins. Co. 23 Minn. 491; Cowles v. Continental L. Ins. Co. 63 N. H. 300; Cole v. Knickerbocker L. Ins. Co. 63 How. Pr. 442; Hull v. Northwestern |