State ex rel. Equitable Life Assurance Society of the United States v. Vandiver

121 S.W. 45, 222 Mo. 206, 1909 Mo. LEXIS 96

Opinions

WOODSON, J.

Relator, a foreign insurance company organized under the laws of New York, seeks by mandamus to compel the State Superintendent of Insurance to renew its license to do business in this State as per the conditions fixed by Revised Statutes 1899, section 7888, which section reads:

“Renewal of Authority. — If the said annual statements mentioned in sections 7880 and 7887 shall have been made in conformity with the requirements of said section, and the superintendent, after deducting from said statement all worthless and doubtful assets, shall be satisfied as to the solvency or condition of the company filing the same, and its ability to meet all its engagements at maturity, he shall issue a renewed certificate of authority to such company to continue business; and no company not incorporated under the laws of this State shall continue to do business until a renewed certificate is issued.”

An alternative writ was issued from which we gather that relator was at the time of, and for a long time prior to its application for a renewal of its license or certificate to do business in this State, paying and had been paying one of its officers a salary in excess of $50,000 per year; that relator for many years had been doing business in Missouri, and that when it applied for and received its original certificate or license to do business in the State, said section 7888 was then in force, as were also what are sections 7842 and 7989, Revised Statutes 1899; that the relator at the date of its entrance into the State, under the statutes aforesaid, paid the fees and complied' with all conditions required by law for its admission to do business in- the State, and that during all the time since said date it has complied with the law and has received each year a renewal of its certificate of authority to do business in the State, the last renewal being of date March 1, 1907; that prior to March 1st it complied with all the provisions of said section 7888, and otherwise complied with the laws of the State, so as to entitle it to a renewal of its certificate to do business on said date, and that it thereby became the duty of respondent, the Superintendent of Insurance, to issue such renewed certificate. The alternative writ then shows the vast volume and character of relator’s business in Missouri, as well as the vast sums it has invested in the State in real estate and mortgages, as also the taxes paid to the State by it.

The writ then shows that the respondent refused the renewal of its certificate solely because relator pays one of its officers a salary in excess of $50,600 per year and because to issue the same would be in violation of the following act of the Legislature, enacted in the year 1907:

“An Act Relating to the Salaries and Compensation of Officers and Agents of Life Insurance Companies.

‘ ‘ Section 1. No domestic life insurance company shall pay any salary, compensation, or emolument to any officer, trustee or director thereof, nor any salary, compensation or emolument amounting in any year to more than five thousand dollars to any person, firm or corporation, unless such payment be first authorized by a vote of the board of directors of such life insurance company and the record of such entered in the minutes of the meeting when such action “was taken.

“Sec. 2. No life insurance company, which pays as a salary or as compensation for services, or as an emolument or allowance of any kind whatever more than fifty thousand dollars per annum to any one person shall be licensed to transact business in this State. ’ ’

From the alternative writ it appears that relator attacks the validity of this Act of the General Assembly of Missouri, for the reasons expressed in this language:

“Said Act of 1907 is invalid, void and of no effect as against relator in that (a) the act as properly construed does not apply to foreign insurance companies (b) the act is unconstitutional in that it limits the compensation of officers, agents and employees of a corporation for all their services within or without the-State of Missouri, thereby interfering with the right of contract, contrary to the provisions of sections 4 and 15, article 2, of the State Constitution, and section 10, article 1 of, and the 14th amendment to, the-Constitution of the United States; (c) the act is unconstitutional in that it contains more than one subject, and the subject is not clearly expressed in the title, contrary to the provisions of section 28, article 4, of the State Constitution; (d) the act should not in any event be construed to apply to the renewed certificate of authority mentioned in section 7888.”

Respondent entered his appearance and by way of return demurred to the sufficiency of the allegations contained in the petition and alternative writ herein, and thereupon asked the judgment of the court. The ease is therefore one of law pure and simple.

I. In my judgment the Act of 1907, entitled, “An Act relating to the Salaries and Compensation of Officers of Life Insurance Companies,” is an unwise piece-of legislation and.should be repealed, but that is a matter to be addressed to the Legislature and not to-the courts. The latter have only to do with the constitutionality and the interpretation of the laws and not the enactment and repeal thereof.

The act in question in express terms applies to all life insurance companies which pay any of their officers or agents over $50,000 a year as salary or compensation; and there is not a word or line therein, which remotely indicates, as contended by counsel for relator, that it applies only to companies which were not doing business in the State at the time of its enactment; but, upon tbe contrary, the very object the Legislature intended to accomplish conclusively shows that it applies to all life insurance companies regardless of the time when they were authorized to do business in the State. The purpose of the act was clearly to prevent the companies from paying their officers and agents compensation in excess of what the Legislature thought their services were really worth and thereby misappropriate and waste the assets of the companies which should be preserved for the purpose of paying their policies and other obligations. The Legislature thought, and had good grounds to think, that some of the foreign life insurance companies doing business in this State were paying some of their officers and agents too large a compensation for the services they were rendering to their respective companies, and were thereby jeopardizing the interest of the policy-holders of those companies; and in order to obviate that abuse the Act of 1907 was enacted. The reason which gave birth to the act applies as well to the companies which were doing business here at the time of its enactment as it did to those which should subsequently come into the State. And if we recall the history of the investigation of the foreign life insurance companies which were doing business in this State during and just prior to the enactment of this law, then there could be no room for doubt as to the companies to which it referred. The disclosures made by that investigation showed that some of those companies were paying some of their officers and agents unreasonable and exorbitant salaries for the services they were rendering, amounting in some instances almost to profligacy. Clearly, that was the cause of the enactment; and if that and other ex-travagancies and abuses then disclosed had continued unabated, it would have been only a question of time when their solvency would have been challenged. In the light of that history, when we read the act in question, there can he no doubt but what the Legislature intended the act to apply to all life companies then doing business in the State, as well as those which should thereafter enter.

II. In my judgment that act is not in conflict with section 28 of article 4 of the Constitution which provides that no bill shall contain more than one subject, and that such subject must be clearly expressed in the title of the bill.

The title of the bill in question reads as follows: “An Act; relating to the Salaries and Compensation of Officers and Agents of Life Insurance Companies.” It is not disputed but what the title of the act clearly indicates that it relates to the salaries and compensation life insurance companies were paying their officers and agents for services rendered and to be performed by them; but the objection lodged against the act is that it contains an additional subject-matter to the one stated in the title of the bill, namely, that a license to do business in this State should not issue to any life insurance company which pays any of its officers or agents more than $50,000 a year for their services.

It is true the act contains the prohibitive section, number two, above mentioned, and that no reference thereto is made in the title of the bill to it. If that section constituted separate and independent subject from the subject stated in the title, then, clearly, the act would be double and unconstitutional, not only on that account, but also for the reason that it is not stated in the title of the act; but if said section two does not contain a separate and independent subject from that expressed in the title of the act, but is germane thereto and naturally relates to the subject therein stated, then the act is single and does not offend against said constitutional provision. [State v. Miller, 45 Mo. 495; Ewing v. Hoblitzelle, 85 Mo. 64; State ex rel. v. Miller, 100 Mo. 439; State ex rel. Kirkwood v. Heege, 135 Mo. 112; Elting v. Hickman, 172 Mo. 237.]

In the consideration of this constitutional question it should he borne in mind that no statute is valid without a penalty of some kind is prescribed for its violation, and that such penalty may be of -any character the Legislature may deem proper to impose, within constitutional limitations. Knowing that fact, the Legislature, in my judgment, enacted the second section of the act as a penalty, if I may so term it, prohibiting the issuance of a license to any life insurance company to do business in this State which pays more than $50,000 to any officer or agent of the company. No authority has been cited holding that the Legislature may not constitutionally impose that kind of a penalty if it sees proper tó do so; and I am unable to see any legal objection to its exercise of that power.

We have numerous statutes of similar character, among others, those which prohibit the issuance of a license to a person to run a dramshop who is a man of bad character, or to a person to practice law who is a person not of good character, or who does not possess the required legal qualifications; or to a person to practice medicine or dentistry who is a man of bad character or who does not possess the required medical knowledge or dental skill; or to any foreign .corporation to do business in this State which does not first file with the Secretary of State a certified copy of its charter and pay into the State Treasury the license fee prescribed by the statute. Clearly none of those statutes are obnoxious to that constitutional provision, yet the act in each instance prescribes the qualifications of the person and the conditions upon which a license will issue; and, in addition thereto, those statutes prohibit the issuance of the license if the party applying for the license does not possess those qualifications and perform those conditions.

Is there any legal distinction between the various statutes mentioned and the act in question? Certainly not; and I suppose it would not be seriously contended that the latter acts are unconstitutional and void because they are double, or for the reason that the titles of the respective acts do not state both the qualifications and conditions upon which the licenses will issue, and the penalty, if I may so term it, or, more accurately speaking, the section prohibiting the proper officer of the State or county, as the case may be, from issuing the license in the absence of the required qualifications and the performance of the conditions imposed. The validity of all of those acts, including the one in question, and many others, rests upon the well-settled rule of constitutional construction that an act is not double, nor does its title violate the Constitution, when it does not mislead those who read it as to what the bill contains, and is not designed as a cover to vicious and incongruous legislation, even though the title does not express in detail or specifically point out the substance or the various elements which go to make up the one subject-matter which section 28 of article 4 of the Constitution requires to be clearly expressed in the title of the bill. Any matter germane to and naturally connected with the subject so stated in the title is sufficiently covered thereby and is not double within the meaning of that section. [In re Burris, 66 Mo. l. c. 446; State ex rel. v. Mead, 71 Mo. 266; State ex rel. v. Ranson, 73 Mo. 78; State ex rel. v. Laughlin, 75 Mo. 358; State v. Bennett, 102 Mo. 356; Lynch v. Murphy, 119 Mo. 163; State v. Great Western Coffee Co., 171 Mo. 634; State v. Bengsch, 170 Mo. 81; State ex rel. v. Slover, 134 Mo. 10; City of St. Louis v. Weitzel, 130 Mo. 600; State ex rel. v. Marion County, 128 Mo. 427.]

Upon the principle before announced the following, among numerous other acts, has been held by this court to be valid:

Act of 1869, p. 23, sec. 13, requiring insurance companies to give information touching their business and making the offending company guilty of a misdemeanor. [State v. Matthews, 44 Mo. 523.]

The error counsel for relator have fallen into, as it seems to me, is that they erroneously assumed that the Act of 1907, the one in question, fixes the maximum salaries which life insurance companies may pay their officers and agents, and that it also provides for their expulsion from the State. In my judgment, that is a clear misconception of the provisions of the act. The act does not attempt to fix the salaries such companies may pay, nor does it provide for the expulsion of any company from the State. The act prevents the Insurance Commissioner of the State from issuing a license to any company which pays a salary of more than $50,000 a year to any of its officers when such company applies for it. The act in question did not revoke the license of relator which had theretofore been issued to it, but simply prohibits the granting of a new license to it after the expiration of the old one. The license is issued for only a year, and it only authorizes the company to do business in the State during that period.

The license is not in the nature of a contract. Respondent could withdraw from the State at any time it deemed proper to do so, and there is nothing contained in the statute under which its present license was issued indicating that the State is under any legal obligation to renew the license after the expiration of the one it now holds. Nor would the refusal on the part of the State to renew the license, as contended for by counsel for relator, have the effect of impairing the legal obligations of the contracts made and entered into by and between it and third parties during the existence of its present and all former licenses, any more than would the voluntary withdrawal of the company impair them. The only effect the refusal would have upon the company would he to prevent it from making any new contract or to transact any new business in the State, after the expiration of the license it now holds, but would in no manner affect any former transaction.

Enactments of the Legislature providing for the control and management of corporations doing business in this State for the protection and well-being of its citizens, and licenses issued in pursuance thereof to such corporations to do business herein, are in no sense of the term contracts between the State and the corporations to which they are issued, but are police regulations, which may be amended or repealed by the Legislature at pleasure; and those claiming under such acts have no right to complain and are remediless in the premises.

In the case of Doyle v. Continental Ins. Co., 94 U. S. 535, the Supreme Court of the United States, in discussing this question, said: “The power to revoke can only be restrained, if at all, by an explicit contract upon good consideration to that effect.”

In 8 Cyc., at page 938, it is said: “As a license authorizing a person to practice a profession or to carry on a particular business is not a contract which vests a right, but merely the grant of a privilege, such a license is not protected by the constitutional prohibition as to the impairment of the obligation of contracts.” And in the foot note 52. of the same page, it is further said: “License to a corporation to do. business does not curtail the authority of the State to regulate the conduct of the corporation in the future.”

In 15 Am. and Eng. Ency. Law, discussing the constitutional provision now under consideration, at, page 1038, the same principle is announced in the following language: “A license to engage in a business or do a thing is not a contract in the constitutional sense, and the law authorizing the license may be repealed.”

In the case of State v. Gilmore, 141 Mo. l. c. 513, this court said: “Now, in reference to the claim made by defendant that his predecessor’s estate had a contract which could not be impaired by subsequent legislation, it is sufficient to say that there can be no contract without a consideration, 'so that the State can be supposed to have received a beneficial equivalent; for it is conceded on all sides that,' if the exemption is made as a privilege only, it may be revoked at any time.’ [Cooley, Const. Lim. (6 Ed.), 388, 148 and cases cited.]”

That being unquestionably the law, the relator would have no legal right to complain of the legislation should it repeal the statutes authorizing it and all other foreign corporations from doing business in this State, much less so where the act only excludes them upon condition that they do certain things required, or refrain from doing certain things prohibited in the act.

The foregoing observations are fully supported by what is said by the following:

In Beale on Foreign Corporations, in section 126, discussing the equal protection, of the last clause of the fourteenth amendment, that author says; “So; where a foreign insurance company was doing business in New York under a license renewable by the law of New York every year, it was held to be within the-power of New York to impose new conditions. For the corporation was within the jurisdiction of New York only for a year; at the end of the year the corporation ceased to have the power to act within the State, and, therefore, to be within the jurisdiction until it complied with the new conditions. ‘It could not be of right within such jurisdiction, until it should receive the consent of the State to its entrance therein under the new provisions, and such consent could not he given until the tax, as license fee for the future, should be paid.’ [Philadelphia Fire Ass’n v. New York, 119 U. S. 110; Manchester Fire Ins. Co. v. Herriott, 91 Fed. 711; Blake v. McClung, 172 U. S. 239.]”

In the Philadelphia Fire Association case, supra, it appears from the agreed statement of facts that the insurance company was organized under the laws of Pennsylvania, and had been doing an insurance business in the State of New York since 1872, its license having been renewed annually, as required by the laws of New York; that after it had been doing business in said State of New York for about ten years, the latter State enacted a law requiring the payment by a foreign insurance company of certain fees and taxes, in addition to what had been required theretofore ; that said insurance company refused to pay such additional fees and taxes for the reason that the act of the General Assembly requiring such payment whs unconstitutional and void. A suit was instituted by the Superintendent of Insurance for the recovery of such fees, and the insurance company challenged the constitutionality of said act of the Legislature on the ground that it was violative of the fourteenth amendment of the Federal Constitution, in that it denied to the defendant the equal protection of the laws. The facts in that case are fully set out in the opinion, and are, in many respects, .similar to the facts in the cases at bar. After the cause had passed through the courts of the State of New York, it was removed by writ of error to the Supreme Court of the United States, which court, discussing the law and the facts agreed upon at page 116, said:

‘ ‘ The provision of the fourteenth amendment, which went into effect in July, 1868, is that no State shall ‘deny to any person within its jurisdiction the equal protection of the laws. ’ The first question which arises is, whether this corporation was a person within the jurisdiction of the State of New York, with refer ence to the subject of controversy and within the meaning of the amendment.

“The defendant on the assumption that if it was within the jurisdiction of the State of New York, it was, though a foreign corporation, ‘a person,’ and so entitled to the benefit of the amendment, contends that it was within such jurisdiction. The argument is, that it established an agency within the State in 1872, which it had ever since maintained; that it complied, from year to year, with all the requirements and conditions imposed by the laws of the State on foreign fire insurance companies doing business in the State; that it received from year to year certificates of authority from the Superintendent of the Insurance Department, as provided by statute; that, under those circumstances, it was legally within the State and within its jurisdiction; that being in the State, by permission of the State, continuously from 1872 to 1882, the State imposed on it, while there, in 1882, an unequal and unlawful burden, and that the New York act of 1865 did not come into effect as to Pennsylvania corporations until the Pennsylvania act of 1873 was passed, at which time the defendant had already been a year in the State.

“But we are unable to take that view of the case. In Paul v. Virginia, 8 Wall. 168, at December term, 1868, a statute of Virginia required that every insurance company not incorporated by Virginia should, as a condition of carrying on business in Virginia, deposit securities with the State Treasurer, and after-wards obtain a license; and another statute made it a penal offense for a person to act in Virginia as agent for an insurance company not incorporated by Virginia without such license. A person having acted as such agent without a license, and been convicted and fined under the statute, this court held that there had been no violation of that clause of article 4, section 2,. of the Constitution of the United States, which pro vides that ‘the citizens of each state shall he entitled to all privileges and immunities of citizens in the several states;’ nor any violation of the clause in article 1, section 8, giving power to Congress ‘to regulate com-merce with foreign nations and among the several states.’ The view announced was, that corporations are not citizens within the clause first cited, on the ground that the privileges and immunities secured to the citizens of each state in the several states, are those which are common to the citizens of the latter states, under their constitutions and laws, by virtue of their being citizens; and that, as a corporation created by a state is a mere creation of local law, even the recognition of its existence by other states, and the enforcement of its contracts made therein, depend purely on the comity of those states— a comity which is never extended where the existence of the corporation or the exercise of its powers is ‘prejudicial to their interests or repugnant to their policy.’ And the court, speaking by Mr. Justice Field, said: ‘Having no absolute right of recognition in other states, hut depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter, of course, that such assent may he granted upon such terms and conditions as those states may think proper to impose. They may exclude the foreign corporation entirely, they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest. The whole matter rests in their discretion. ’ As to the power of Congress to regulate commerce among the several states, the court said, that while the power conferred included commerce carried on by corporations as well as that carried on by individuals, ‘issuing a policy of insurance is not a transaction of commerce.’ This decision only followed the principles laid down in the earlier cases of Bank of Augusta v. Earle, 13 , and Lafayette Ins. Co. v. French, 18 How. 404.

‘ ‘ The same rulings were followed in Ducat v. Chicago, 10 Wall. 410, where it was said that the power of a state to discriminate between her own corporations and those of other states desirous of transacting business within her jurisdiction being clearly established, it belonged to the state to determine as to the nature or degree of discrimination, ‘subject only to -such limitations on her sovereignty as may be found in the fundamental law of the Union.’

“Other cases to the same effect are Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566; Doyle v. Continental Ins. Co., 94 U. S. 535; and Cooper Mfg. Co. v. Ferguson, 113 U. S. 727. . . .

“This Pennsylvania corporation came into the State of New York to do business by the consent of the State, under this act of 1853, with a license granted for a year, and has received such license annually, to run for a year. The State, having the power to exclude entirely, has the power to change the condition of admission at any time, for the future, and to impose as a condition the payment of a new tax, or a further tax, as a license fee. If it imposes such license fee as a prerequisite for the future, the foreign corporation, until it pays such license fee, is not admitted within the State or within its jurisdiction. It is outside, at the threshold, seeking admission, with consent not yet given.”

In the Manchester Fire Insurance Case, supra, upon a state of facts not dissimilar to those of the case just considered, the court, after a full discussion of the law in many cases bearing upon this subject, at page 719, said: “An examination of the statutes of the State of Iowa shows that for years it has been incumbent upon all foreign insurance companies to obtain a renewal each year of their license to continue in business in the State, and, unless such license in the form of a certificate was issued, the company had no right to continue the transaction of insurance within the State. The ground of complaint in the present instance is that the State has imposed certain conditions as a prerequisite to the issuance of a license enabling the companies to continue in business during the coming year, and these conditions are complained of as onerous, and as making a discrimination between the license tax exacted from corporations created under the laws of other nations, as compared with domestic or sister state corporations. In Pembina Con. Silver Mining & Milling Co. v. Pennsylvania, 126 U. S. 181, 8 Sup. Ct. 737, it is expressly held that ‘.the State is not prohibited from discriminating in the privileges it may grant to foreign corporations as a condition of their doing business or hiring offices within its limits; ’ and if it be true as it undoubtedly is — that the State may impose such conditions as it deems best upon the privilege of obtaining a license to do business in the State during the coming year, the courts cannot release the companies from the obligation to perform the conditions, if they wish to continue in business during the coming year. If the* conditions imposed are onerous, discriminatory, or otherwise inexpedient, relief must come from the legislature and not from the courts. The argument for complainants is largely based upon the thought that, when foreign corporations are once admitted within the State, they are entitled under the provisions of the State and Federal constitutions to insist that they shall be subjected to the same burdens of taxation as may be imposed upon similar corporations engaged in the like business. If the license tax provided for in section 1333 was a tax upon property, real or personal, owned by the companies within the State, there would be much force in the argument; but that is not the fact. This license tax is the condition imposed by the State upon the privilege of engaging or continuing in business within the State. It is optional with, the companies whether they will subject themselves to the burden or not, but they cannot enjoy the privilege of continuing in business in the State except upon compliance with the terms which the State has seen fit to impose as a condition to the exercise of the privilege. In the adoption of section. 1333 the State was not exercising its right of taxation, in which event it would have been subject to the provisions of the State Constitution requiring equality in the burdens imposed; but the State was exercising its undoubted right to prescribe the terms upon which foreign corporations may be allowed to continue in the business of insurance within the State, and, as the right to impose terms is possessed by the State, it is not for the courts to question the expediency or justice of the conditions enacted by the State. ’ ’

In the McClung case, at page 260, the court said: “It is equally clear that the Virginia corporation cannot rely upon the clause declaring that no State shall ‘deny to any person within its jurisdiction the equal protection of the laws.’ That prohibition manifestly relates only to the denial by the State of equal protection to persons ‘within its jurisdiction.’ Observe, that the prohibition against the deprivation of property without due process of law is not qualified by the words ‘within its ’jurisdiction,’ while those words are found in the succeeding clause relating to the equal protection of the laws.”

As above stated, the Legislature may not only impose such conditions upon foreign corporations coming into the State as it may deem proper, but it may also exclude them entirely from the State. [Daggs v. Orient Ins. Co., 136 Mo. l. c. 393; Security Mutual Life Ins. Co. v. Prewitt, 202 U. S. 246; Doyle v. Continental Ins. Co., 94 U. S. 535; Hooper v. California, 155 U. S. 648; Allgeyer v. Louisiana, 165 U. S. 578; Orient Ins. Co. v. Daggs, 172 U. S. 557; Waters-Pierce Oil Co. v. Texas, 177 U. S. 28; N. Y. L. Ins. Co. v. Cra vens, 178 U. S. 389; Hancock Mut. Life Ins. Co. v. Warren, 181 U. S. 73.]

In the Daggs case, supra, this court, l. c. 390, said:

“The defendant assails this statute on the ground that it violates section 1 of the fourteenth amendment of the Constitution of the United States. As a predicate for this position defendant argues at length, and cites authorities to show that ‘a corporation’ is ‘a person, ’ within the meaning of the Constitution of the United States. [Railroad v. Mackey, 127 U. S. 205; Santa Clara Co. v. Railroad, 118 U. S. 394.]

“But granting that a corporation is a person, within the meaning of the Constitution, for certain purposes, surely no proposition is better settled than that the Constitution of the United States nowhere deprives this State of the power and right to prescribe the conditions upon which it will permit foreign corporations to do business within its boundaries. [Paul v. Virginia, 8 Wall. 168; Philadelphia Fire Ass’n v. New York, 119 U. S. 110; Doyle v. Insurance Co., 94 U. S. 535; Bank v. Earle, 13 Pet. 519.] Again and again it has been held that the whole matter of admitting foreign corporations to do business in the State rested absolutely in the discretion of the Legislature of the State. The terms it imposes may be reasonable or unreasonable. The comity ordinarily extended is accompanied by no legal sanction. The State, having extended it, may at any time revoke it. This is the doctrine steadily maintained alike by State and Federal decisions. [Doyle v. Wisconsin, 94 U. S. 50; Doyle v. Ins. Co., Ibid, 535; Ducat v. Chicago, 10 Wall. 415; Ibid v. Ibid, 48 Ill. 172; Insurance Co. v. French, 18 How. 404; Railroad v. Koontz, 104 U. S. 11; Carroll v. East St. Louis, 67 Ill. 568; Insurance Co. v. Davis, 29 Mich. 238; Noble v. Mitchell, 46 Am. & Eng. Corp. Cas. 525; State ex rel. v. Root, 83 Wis. 667; Dugger v. Ins. Co., 32 S. W. (Tenn.) 5.] . . . .

“It was held by the Supreme Court that issuing policies of insurance is not a transaction of commerce. They are not interstate transactions, though the parties thereto are domiciled in different states. They are local transactions, and governed by local law. As to ‘the privileges and immunities secured to citizens of each state in the several states’ by the other clause relied upon, it was held they were ‘those privileges and immunities which are common to the citizens in the latter states under their constitutions and laws by virtue of their being citizens. ’ ‘It was not intended by the provision to give to the laws of one state any operation in other states.’ Said Mr. Justice Field: ‘Now, a grant of corporate existence is a grant of special privileges to the corporations, enabling them to act for certain designated purposes as a single individual and exempting them (unless otherwise specially provided) from individual liability. The corporation being the mere creation of local law, can have no legal existence beyond the limits of the sovereignty where created. As said by the court in Bank of Augusta v. Earle, ‘it must dwell in the place of its creation, and cannot migrate to another sovereignty.’ The recognition of its existence even by other states, and the enforcement of its contracts made therein, depend purely upon the comity of those states — a comity which is never extended where the existence of the corporation or the exercise of its powers are prejudicial to their interests or repugnant to their policy.”

In the Prewitt case, 202 U. S. 246, the court said, at page 257: “As a state has power to refuse admission to a foreign insurance company to do business at all within its confines, and as it has power to withdraw that permission when once given, without stating any reason for its action, the fact that it may give what some may think a poor reason or none for a valid act is immaterial. . . . Thus it is admitted that a state has power to prevent a company from coming into its domain, and that it has power to take away its right after having been permitted once to enter, and that right may be exercised from good or bad motives.”

And in the Doyle case, supra, the court said, at page 540:

“The cases of Bank of Augusta v. Earle, Ducat v. Chicago, Paul v. Virginia and Lafayette Insurance Co. v. French, establish the principle that a state may impose upon a foreign corporation, as a condition of coming into or doing business within its territory, any terms, conditions and restrictions it may think proper, that are not repugnant to the Constitution or laws of the United States. The point is elaborated at great length by Chief Justice Taney in the case first named, and by Mr. Justice Field in the case last named.

“The correlative power to revoke or recall a permission is a necessary consequence of the main power. A mere license by a state is always revocable. [Rector v. Philadelphia, 24 How. 300; People v. Roper, 55 N. Y. 629; People v. Commissioners, 47 N. Y. 50.] The power to revoke can only be restrained, if at all, by an explicit contract upon good consideration to that effect. [Humphrey v. Paynes, 16 Wall. 244; Tomlinson v. Jessup, 16 Id. 454.]

“A license to a foreign corporation to enter a state does not involve a permanent right to remain, subject to the laws and Constitution of the United States. Full power and control over its territories, its citizens, and its business, belong to the State.

“If the State has the power to do an act, its intention, or the reason by which it is influenced in doing it, cannot be inquired into. Thus, the pleading before us alleges that the permission of the Continential Insurance Company to transact its business in Wisconsin is about to be revoked, for the reason that it removed the case of Drake from the State to the Federal courts.

‘ ‘ If the act of an individual is within the terms of the law, whatever may be the reason which governs him, or whatever may be the result, it cannot be impeached. The acts of a state are subject to still less inquiry, either as to the act itself or as to the reason for it. The State of Wisconsin, except so far as its connection with the Constitution and laws of the United States alters its position, is a sovereign state, possessing all the powers of the most absolute government in the world.

“The argument that the revocation in question is made for an unconstitutional reason cannot he sustained. The suggestion confounds an act with an emotion or a mental proceeding, which is not the subject of inquiry in determining the validity of a statute. An unconstitutional reason or intention is an impracticable suggestion, which cannot he applied to the affairs of life. If the act done by the State is legal, is not in violation of the Constitution or laws of the United States, it is quite out of the power of any court to inquire what was the intention of those who enacted the law. . . .

“The effect of our decision in this respect is, that the State may compel the foreign company to abstain from the Federal courts, or to cease to do business in the State. It gives the company the option. This is justifiable, because the complainant has no constitutional right to do business in that state; that state has authority at any time to declare that it shall not transact business there. This is the whole point of the case, and, without reference to the injustice, the prejudice, or the wrong that is alleged to exist, must determine the question. No right of the complainant under the laws or Constitution of the United States, by its exclusion from the State, is infringed; and that is what the State now accomplishes. There is nothing, therefore, that will justify the interference of this court”

And in the case of Waters-Pierce Oil Company v. Texas, supra, at page 45, the court said:

“In Paul v. Virginia, 8 Wall. 168, 181, the dependent and derivative rights of corporations were again declared. Bank of Augusta v. Earle was quoted from, and it was again decided that a corporation is the mere creation of local law, and can have no legal existence beyond the limits of the sovereignty where created, and the recognition of its existence in other states, and the enforcement of its contracts made therein, depend purely upon the comity of those states.

“Having no absolute right of recognition in other states, but depending for such recognition and enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those states may' think proper to impose. They may exclude the foreign corporation entirely; they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest. The whole matter rests in their discretion.

“And it was also decided that a corporation did not have the right of its personal members, and could not invoke that provision of section 2, article 4, of the Constitution of the United States, which gave to the citizens of each state the privileges and immunities of citizens of the several states. See, also, Pembina Mining Co. v. Penn., 125 U. S. 181; Ducat v. Chicago, 10 Wall. 410. And it has since been held in Blake v. McClung, 172 U. S. 239, and in Orient Insurance Company v. Daggs, 172 U. S. 557, that the prohibitive words of the fourteenth amendment have no broader application in that respect.

“In Blake v. McClung, a Virginia corporation was denied the right to participate upon terms of equality with Tennessee creditors in the distribution of the assets of a British corporation in the hands of a Tennessee court.”

In 1 Joyce on Insurance, section 328, the law on this subject is stated as follows: “The legislature has power to prescribe the conditions upon which foreign insurance companies shall be permitted to transact business within its territory, and effect will be given such statutes in all the courts of the United States, and it may prohibit foreign companies from transacting business within its territory and enforce its prohibition by penal enactments. It is held that the legislature may restrict the business of such corporations to particular localities, and may require security for the performance of its contracts as shall be deemed for the best interests of its own citizens, since a foreign corporation has no absolute right of recognition in other states. A corporation is a mere creature of local law; it can have no legal existence beyond the limits of the state of its creation, and is entitled to no recognition in other states, except upon the principle of comity. It is not a citizen within those clauses of the Federal Constitution which provide for citizens of each state all the privileges and immunities of. citizens in the several states.”

And in 3 Clark & Marshall on Private Corporations, section 844 (a) the law is stated as follows: “While a corporation may be recognized and permitted to exercise its powers in another state than that by which it was created, this, we have seen, is not a matter of absolute right, but depends upon the express or implied consent of the other state. It is a matter of comity. It is well settled, therefore, that a state may exclude a foreign corporation altogether from doing business or acquiring property within its limits, or it may impose any conditions or restrictions which it may see fit to impose, provided it does not thereby violate any provision of its own Constitution or of the Constitution of the United States. It was said. in substance, in a leading case in tbe Supreme Court of the United States: The recognition of a corporation’s existence by other states, and the enforcement of its contracts made therein ‘depends purely upon the comity of those states’ — a comity which is never extended where the existence of the corporation or the exercise of its powers are prejudicial to their interests or repugnant to their policy. Having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those states may think proper to impose. They may exclude the foreign corporation entirely; they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest. The whole matter rests in their discretion. ’ ’

The contention of counsel for relator, that because of its investment of large sums of money in this State, relying upon the license heretofore granted it under the statute in force when granted, constitutes an implied contract between it and the State, and that it cannot be violated by an amendment or repeal of the statute without contravening the Constitutions of the State and of the United States is untenable, for two reasons: first, because there is nothing in the statute indicating in the remotest degree that the State Insurance Superintendent was authorized by issuing the license to enter into an irrevocable contract with relator; but, upon the other hand, the statute in plain and express terms authorizes the Insurance Superintendent to issue a license and not to enter into a contract with each of the various insurance companies of the country whereby the State would surrender and barter away its sovereign power, right and duty to regulate and control them for the protection and web fare of the public. Not only that, but the statute in question in express terms only authorizes the Superintendent to issue the license for one year, thereby clearly indicating that it was not the intention of the Legislature to authorize the Superintendent to enter into a contract with the various insurance companies every time he issued to one of them a license to do business in this State.

The second reason why relator’s contention is unsound is, that under the Constitution and laws of this State, the Legislature, even though it had intended and attempted to so bind the State by contract, has no power to do so. The Legislature has no power or authority to contract away the police power of the State, which is inherent and inseparable from sovereignty itself, and which has no limitations whatever, except those written in the Constitutions of the State and of the United States. [State ex rel. v. Standard Oil Company, 218 Mo. 1.]

This same question came before the Court of Appeals of the State of Kentucky in the case of Prewitt, Commissioner, v. Security Mutual Life Ins. Co., 26 Ky. Law Rep. 1239. It was there contended by the defendants, foreign life insurance companies, in opposition to the right asserted by the Commissioner of Insurance to revoke their licenses theretofore issued, granting them permission to transact business in that State, that because they had on the faith of the licenses employed a large-number of agents, established a large number of agencies throughout the State, expended large sums of money in advertising-its business, and acquiring a large and profitable business in the State, and that by means thereof the companies had acquired-rights in the State that would preclude the commissioner from legally revoking their licenses.. The contention of the insurance companies was denied by the court, and on appeal the Supreme Court of the United States affirmed the judgment of the Court of Appeals of Kentucky. [Security Mutual Life Ins. Co. v. Prewitt, 202 U. S. 246.]

III. In nay judgment, the act in question, as before stated, is but the lawful exercise by the Legislature of the police power of the State. Whether or not this particular act is wise or unwise does not concern the courts, without it is violative of the State or Federal Constitution.

It is contended that the Legislature of this State in the exercise of its police powers cannot control the internal affairs of foreign corporations by fixing the salaries they may or may not pay to their officers or agents for services rendered. I do not understand that the Attorney-General makes any such contention; but even if he does, it would be wholly immaterial, for the reason that the act under consideration does not in the remotest degree attempt to or undertake to fix what salaries foreign life insurance companies may pay their officers and agents, but simply provides that no company which pays any of their officers more than $50,000 shall do business in this State. All the act does is to prohibit all such companies from transacting business in this State — nothing more. It does not provide that such companies shall not pay any of its officers or agents more than $50,000. To illustrate: Suppose the act had provided that no foreign life insurance company could do business in this State whose president was not a citizen of this State and of the United States, would it be seriously contended that such an act would be an interference with the internal affairs of such company, and thereby violate its constitutional rights to contract with its officers and agents? I think not. While the act might be a foolish piece of legislation, yet I apprehend that such act would not be unconstitutional upon the ground that it was interfering with the election of the president of a foreign insurance company, or other internal affairs of the company. The directors conld, and I dare say would, go ahead notwithstanding such act, and would elect whomsoever they pleased as president of the company, and the validity of such election would not he affected by the act, nor would the validity of the act be affected by the election. The two acts would have no relation whatever with each other, but if the company should elect a citizen of England and then apply for a license to do business in this State, then there can be no question but what the act would be valid, and would bar the company from the State.

The reason for that is, as was before shown by all of the authorities, that the State may by statute exclude any and all foreign corporations from doing business in the State, with or without giving any reason whatever therefor; and if the Legislature sees fit to give a reason for their exclusion, it may give a good or a bad excuse, wise or foolish one. That is a matter resting solely in the discretion of the Legislature, and over which the courts have no control.

While I believe this particular act is unwise, because I believe some men are worth more than $50,000 a year to some of the great foreign life insurance companies, yet it cannot be successfully contended that such an act is wrong upon principle, for the reason that it is the duty of the Legislature when it believes the public interest is in danger to enact laws for the public protection. If it possessed information justifying the belief that the life insurance companies doing business in this State were uselessly extravagant and profligate in the expenditure of their assets in paying exorbitant salaries or otherwise, and were thereby jeopardizing the interests of their policy-holders, who have millions of dollars invested in their policies of insurance, then it would be the plain duty of the Legislature to enact proper laws to remedy such evils. To illustrate, suppose a life insurance company of some foreign state or country, over which this State has no jurisdiction, should agree to pay its president $1,000,000 a year and its other officers and agents in that proportion, which would exceed, say, the net profits of the company, and thereby necessitate their payment out of the beneficiary funds held for the policy-holders, and thereby jeopardize their interests, would it be contended that such a company should not be excluded from doing business in this State? Certainly not. There would be no difference in principle between the two acts, yet the latter would be highly reasonable while the former might be characterized as very unreasonable; but the reasonableness or unreasonableness of a law is something with which the courts have nothing to do; as before stated, that matter rests exclusively with the lawmakers.

All such institutions are organized for a two-fold purpose, first, for private gain; and, second, insurers of the public. The latter characterizes them as public institutions and subjects them to the supervision and control of the State under the exercise of the police power. Under that power the Legislature may enact any and all laws which will safeguard and protect the interest of her policy-holders; and, if necessary, it might enact a valid law prohibiting domestic life insurance companies from paying salaries and other running expenses of the company out of the funds held for the benefit of the policy-holders; but having no jurisdiction over foreign companies, the Legislature might and has with propriety required of them to voluntarily perform certain conditions before they shall be permitted to transact business in this State; and the Legislature possesses the unlimited po'wer to impose any and all additional requirements that it may deem just and proper for the purpose of protecting the interest of the people of this State, even to the extent of excluding them altogether from the State. [See authorities cited under paragraph two hereof.]

The authorities cited and relied upon by counsel for relator are not in point, and do not support the propositions there contended for. The statute involved in those cases applied to private parties and companies and not to public institutions, like banks and insurance companies.

In our judgment the peremptory writ of mandamus should be denied, and it is so ordered.

ValUant, G. J., Burgess and Gantt, JJ., concur. Graves, J., dissents in separate opinion, in which Fox and Lamm, JJ., concur.