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companies different from that provided for in a charter previously granted to a particular company does not impair the obligations of a contract between said company and the state. Chief Justice Waite said:

"The regulation of the forms of administering justice of the courts is an incident of sovereignty. * The provision is one which evidently belongs to remedies against the corporation, and not to the grant of rights. As to remedies, it has always been held that the legislative power of change may be exercised when it does not affect injuriously rights which have been se cured."

If further authority is needed, it is to be found in the luminous statement of the law upon this subject in Oshkosh Waterworks Co. v. Oshkosh, 187 U. S. 437, 23 Sup. Ct. 234, 47 L. Ed. 249, where Mr. Justice Harlan said:

"It is well settled that while, in a general sense, the laws in force at the time a contract is made enter into its obligations, parties have no vested right in the particular remedies or modes of procedure then existing. It is true, the Legislature may not withdraw all remedies, and thus, in effect, destroy the contract; nor may it impose such new restrictions or conditions as would materially delay or embarrass the enforcement of rights under the contract. According to the usual course of justice, as established where the contract was made, neither could be done without impairing the obligations of the contract. But it is equally well settled that the Legislature may modify or change existing remedies, or prescribe new modes of procedure, without impairing the obligations of contracts, provided a substantial or efficacious remedy remains or is given, by means of which a party can enforce his rights under the contract."

Judge Cooley, in his Const. Lim. (6th Ed.) p. 347, says that:

"Laws changing remedies for the enforcement of legal contracts, or abolishing one remedy where two or more existed, may be perfectly valid, even though the new or remaining remedy be less convenient than that which was abolished, or less prompt and speedy."

See, also, Swan v. Mut. Res. Fund Life Ass'n, 155 N. Y. 9, 49 N. E. 258.

In ascertaining whether the Legislature of North Carolina by the act of 1899 intended that all process should be served upon the Insurance Commissioner, without regard to the time when the contract of insurance was entered into, the decisions of the courts of that state should certainly be accorded great weight. Thus Mr. Justice Brewer, in the Phelps Case, says:

"Such decision of the highest court of Kentucky, construing one of its own statutes, if not controlling upon this court, is very persuasive, and it certainly is controlling unless it be held to be merely an interpretation of a contract created by the statute."

And in Hunt v. Hunt, 72 N. Y. 217, 28 Am. Rep. 129, Judge Folger

says:

"The decisions of the tribunals of a state as to the true construction of the laws of their own sovereignty are binding upon the federal courts, * * * and why not on the judiciary of other states in all matters within the jurisdiction of the tribunals first named?"

The courts of North Carolina, as has already been pointed out, have held that service upon the Insurance Commissioner in the cases

which resulted in the judgments now before the court was valid. On May 17, 1899, five weeks after it had duly executed its written. authority designating the Insurance Commissioner as the person upon whom service could be made, the defendant, by resolutions of its directors, declared the appointment of the Insurance Commissioner as its attorney revoked, and subsequently filed these resolutions in the Insurance Department of North Carolina. The defendant now insists that this attempted revocation of the authority of the Insurance Commissioner terminated his authority to receive service of process in actions subsequently brought. To sustain this contention, it invokes the principle that a power of attorney, even though by its terms irrevocable, is, if not coupled with an interest, revocable at the will of the principal. This principle is elementary, and its soundness undisputed. The question to be determined is as to the application of this principle to this case. The written authority designating the Insurance Commissioner, which the defendant made pursuant to the act of 1899, was, in my judgment, more than a mere naked power of attorney. The people of the state of North Carolina had the right to exclude foreign corporations from the state altogether, if they saw fit so to do, or to prescribe the terms and conditions upon which such corporation should be permitted to transact business in that state. In Anglo-Am. Prov. Co. v. Davis Prov. Co., 169 N. Y. 506, 510, 62 N. E. 587, 88 Am. St. Rep. 608, Judge Gray said:

"As to the power of the state to prescribe, arbitrarily or from policy, limitations and conditions upon the exercise by foreign corporations of corporate rights, I suppose there to be no doubt, whether they be upon the right to do business here, or upon the right to sue in our courts."

The cases showing the right of the state to grant or refuse permission to a foreign corporation of this kind to do business within its limits are collected and discussed in Hooper v. California, 155 U. S. 648, 652, 15 Sup. Ct. 207, 39 L. Ed. 297. In that case Mr. Justice White said:

"The principle that the right of a foreign corporation to engage in business within a state other than that of its creation depends solely upon the will of such other state has been long settled, and many phases of its application have been illustrated by the decisions of this court."

The act of 1883 providing that service should be made upon the Secretary of State was repealed, and the act of 1899 designated the Insurance Commissioner for this purpose. This act also prescribed, as a condition to be complied with before any insurance company should be admitted to do business in that state, that it should execute an instrument constituting and appointing the Insurance Commissioner, or his successor, its true and lawful attorney, upon whom all process in any action or legal proceeding against it might be served, which instrument stipulated that this power should continue so long as any liability of the company remained outstanding in that state. Could the defendant, after having gained admission to the state, or permission to continue to do business in that state, because it signified its consent to these conditions, and while its liabilities to citizens

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of that state were still outstanding, revoke and repudiate the consent it had solemnly given as the condition of its right to exist in that state? I think not. The substitution of the Insurance Commissioner in the place of the Secretary of State in no way changed or altered the contract rights existing between the defendant and its policy holders. The contracts were the same, although the person upon whom service was to be made of process in the event of a cause of action arising by reason of a breach of these contracts was different. The designation of the Insurance Commissioner was more than a mere power of attorney. It was the performance of a condition prescribed by the state, upon which alone the defendant was permitted to exist in that state. Having complied with this condition, entered the state, and received the benefits resulting from the transaction of business with its citizens, it cannot now be heard to repudiate its own agent and revoke his authority. In the Phelps Case, supra, which arose under the statutes of Kentucky, the Supreme Court of the United States held that the service of a summons upon the Insurance Commissioner in an action against an insurance company doing business in the state was sufficient to bring the company into court, even when its license had been canceled by the commissioner, where, after such cancellation, it continued to collect premiums and assessments on policies remaining in force. See, also, Ins. Co. v. Gillette, 54 Md. 219; Germania Ins. Co. v. Ashby (Ky.) 65 S. W. 611. During the brief period that the defendant continued to do business in the state after it executed the authority to the Insurance Commissioner, the holders of the policies which were subsequently reduced to judgments, which are now in suit, paid premiums and assessments to the defendant. They knew that the act of 1883 designating the Secretary of State had been repealed, and that the Insurance Commissioner had been designated as the person upon whom service should be made. The authority of the Insurance Commissioner had been duly executed by the defendant and filed in the office of that official. Knowing these facts, which the law presumes they did, they paid premiums upon these policies, which the defendant received. These premiums may fairly be said to have been parted with upon the faith of the law of 1899 and the act of the defendant which was done pursuant thereto. Even if it could be held that prior to the payment of these premiums the policy holders had no interest in the act of 1899, or in the designation of an attorney under it, I think that they thereby acquired such an interest as to prevent the defendant, as to them, at least, from canceling and revoking the authority of the Insurance Commissioner. In the last analysis, the argument of the defendant will be found to rest, so far as legal authority is concerned, upon the case of Woodward v. Mut. Res. Fund Life Co., 84 App. Div. 324, 82 N. Y. Supp. 908. That was a case very similar to, but, I think, still distinguishable from, the cases now before the court. In that case, as in these cases, the jurisdiction of the North Carolina court depended upon service made upon the Insurance Commissioner. It was there held that as the policy of insurance which resulted in the judgment sued upon in that case had been issued before the power of

attorney given to the Insurance Commissioner was executed, and as the plaintiff in that case had parted with nothing upon the faith of the act of 1899, and had acquired no interest in the power of attorney, his rights were not affected by the revocation of such power. The Woodward Case is, however, in my judgment, clearly distinguishable from the cases at bar in several important respects. That case was determined upon an agreed statement of facts submitted pursuant to section 1279 of the Code of Civil Procedure. The facts agreed upon in that case differ from the facts proven in these cases, in that in the Woodward Case it was agreed that the company had not "done or transacted any business in said state" since the 17th day of May, 1899, when the company declared that it withdrew from the state. Although this point is not commented upon in the opinion in that case, it may well have been considered by the court. În the cases now before the court, premiums and assessments were paid to the company during the life of the power of attorney to the Insurance Commissioner, while in the Woodward Case there was no proof of such payments. Indeed, the decision in the Woodward Case seems to be based upon the absence of evidence of this character. In that case the court said:

"There is no evidence that the plaintiff parted with anything because of the existence of this power of attorney, or that he had in any way acquired any valuable interest in its maintenance."

It was because of the absence of this evidence that the court held the power to be revocable by the company. While I am satisfied that the Woodward Case is fairly distinguishable from the case at bar, it is nevertheless equally clear that that decision is in conflict with the decision of the United States Supreme Court in the Phelps Case. The Phelps Case was decided after the argument and decision in the Woodward Case, and was not called to the attention of the court. Even if the Woodward Case was not distinguishable from the cases now before the court, the obvious conflict between that decision and the decision in the Phelps Case makes it the duty of this court, in view of the federal question involved, to follow the rule laid down in the Phelps Case. This duty is nowhere more clearly pointed out than in Sibley v. Sibley, 76 App. Div. 132, 78 N. Y. Supp. 743, where the Appellate Division of this department, after pointing out the conflict between a decision of our Court of Appeals and a decision of the United States Supreme Court, says:

"There is no room for distinction, and, it being a federal question, it is our duty to follow the Supreme Court of the United States. Duncomb v. N. Y., H. & N. R. R., 84 N. Y. 190; Hintermister v. First Nat. Bank, 64 N. Y. 212."

The basis of these actions now before the court is a provision of the federal Constitution that full faith and credit shall be given in each state to the judicial proceedings of every other state. Const. U. S. art. 4, § 1. If the North Carolina court obtained jurisdiction of the person of the defendant, its judgment could be enforced here, and property taken under the judgments recovered in this state would not be taken without due process of law. As was said by the court in

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Mut. Life Ins. Co. v. Spratley, 172 U. S. 602, 19 Sup. Ct. 308, 43 L. Ed. 569:

"The federal question with which we are now concerned is whether the court obtained jurisdiction to render judgment in the case against the company, so that to enforce it would not be taking the property of the company without due process of law."

Under the decision in the Phelps Case, I think it clear that the defendant had no right to revoke the appointment of the Insurance Commissioner, and, that being so, it follows that the courts of North Carolina acquired jurisdiction of the person of the defendant, and the judgments entered in that state established the debts of the defendant.

One other objection to the defendant remains for consideration. The defendant insists that, even if it had not revoked the authority of the Insurance Commissioner, that authority was revoked absolutely by the state of North Carolina, as an effect of the Craig act. The so-called "Graig Act" went into effect June 1, 1899 (chapter 62, p. 197. Laws 1899). It prohibited every insurance company from transacting business in that state, under certain penalties therein prescribed, unless it should first become a domestic corporation of the state of North Carolina. The wisdom or lack of wisdom shown by this legislation is not a matter for consideration by the courts of this state. The Craig act related to the future, prescribing certain conditions upon which foreign insurance corporations would be permitted to do business in that state. The act had no reference to liabilities which resulted from business transacted in the past. It offered to such foreign corporations permission to do business in the state, which they were perfectly free to accept or reject as they saw fit. It certainly was not intended by this act to relieve such corporations from the liabilities which they had already incurred to citizens of that state. It was entirely within the power of the state of North Carolina to prescribe such terms, if it saw fit to do so. The courts of this state have no right to arrogate to themselves the function of determining as to the wisdom or justice of legislation enacted in another state. Even the courts of the state where such legislation has been enacted have no such right, except in so far as such legislation contravenes constitutional provisions. The courts of North Carolina having acquired jurisdiction of the person of the defendant, it is the duty of this court to give effect to the judgments recovered in that state by awarding judgments in favor of the plaintiffs in these actions.

Let the plaintiffs have judgment, with interest, and the costs of these actions. Settle the form of decision on notice.