The contracting parties were the insurers on the one hand, and H. F. West & Co. on the other. The language is clearly susceptible of the construction we have given. The one claimed by defendant seems strained and unnatural, and calculated to defeat rather than carry out the intention of the parties.

It does violence to all settled rules of construing contracts. Conditions of this kind should not be extended by construction beyond the reasons for their adoption, especially when, as in this case, it defeats the contract. The chief reason for requiring such a stipulation is to guard against the introduction of a stranger, who may not possess the fidelity or watchfulness required by the insurers. The change should increase the hazard.

In a case of a clause of this kind it was held that a sale or conveyance to the assured does not defeat the policy, though within. the words of the proviso against the sale or transfer. The interest of the insured being thereby increased, the case did not fall within the reason and spirit of the proviso: May on Ins., sect. 275, and cases cited.

To say that H. F. West & Co. shall not assign the policy, or any interest therein, without consent, is a reasonable condition; but to say that the partners inter sese may not change their respective interests, is not within the spirit and reason of the clause. The presumption is, that the company had faith in all the partners; the increase of plaintiff's interests, as we have seen, would but make them more watchful; the retiring partner no longer had a motive to endanger the insurer; no stranger was introduced; no one but those with whom the contract was made was left in control. There being no adequate reason to support this enlarged construction, we cannot adopt it.

It is suggested that this clause was intended to secure the continuance of Henry F. West, in whom the company reposed special confidence, and without him the policy would not have been issued. In reply to this, we adopt the language of the New York Court of Appeals, in Hoffman v. Etna Ins. Co., 32 N. Y. 411, in a similar case:

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They testified their confidence in each of the assured, by issuing to them a policy, but did not choose to repose blind confidence in others who might succeed to the ownership. The only evidence of their confidence in either partner is in the fact that they contracted with all; and the theory is rather fanciful than sound

that they may have intended to conclude a bargain with rogues on the faith of a proviso that one honest man should be kept in the firm to watch them.

"It was intended by the proviso to protect the company from a continuing obligation to the assured; if the title and beneficial interest should pass to others they might not be equally willing to Words should not be taken in their broadest import when they are equally appropriate in a sense limited to the object the parties had in view."

trust

There is still another rule equally at variance with the defendant's claim. Stipulations in a contract providing for disabilities or forfeitures are to receive, when the intent is doubtful, a strict construction against those for whose benefit they are introduced. To seize on words introduced in the policy as a safeguard, and make them available to defeat the claim of the assured on the theory of a technical forfeiture, is in no possible view permissible. If the policy admits of such a construction, it is due to the dexterity of the draughtsman, and not to the meeting of the minds of the parties: 32 N. Y. 414.

We conclude, therefore, that the clause under consideration, in connection with the facts disclosed, does not avoid the policy, and that the plaintiffs are entitled to recover thereon.

Finally, the question arises-shall these plaintiffs recover the whole that H. F. West & Co. might have recovered, or only their individual shares? Does the sale by Henry F. West avoid the policy as to his undivided interest?

In Hobbs & Hurley v. Memphis Ins. Co., 1 Sneed 444, a case much like this as to its facts, it was held, as to the share or interest of the retiring partner, the plaintiffs could not recover, but only for their own interest in the firm; while in Hoffman v. Ætna Ins Co., 32 N Y 415, 416, where the same question arose, it was decided otherwise. The court there say: "There is no reason why the full measure of indemnity should be withheld from the plaintiffs, who were owners at the date of the insurance, and sole owners at the time of the loss." We concur in the reasoning of the court in that case, and its conclusions of law on this point.

These plaintiffs were parties to the contract; they continued to conduct the business contemplated by the policy; there was no substantial change material to the risk, and none within the meaning of the clause under consideration. The policy was intended

to protect the interest of each and all; and its language, fairly construed, is in harmony with that intent.

We are aware that the conclusions we have reached are at variance with the greater number of reported cases, but we believe these conclusions rest on the firmer and more satisfactory ground of sound principles, and that they are more conducive to substantial justice-the aim and end of all law.

Judgment reversed, and cause remanded for further proceedings.

SCOTT, Chief Judge, DAY, WHITMAN and WRIGHT, JJ., concurred.

Supreme Judicial Court of New Hampshire.

RICE v. MERRIMACK HOSIERY CO.

In proceedings in equity, whatever is essential to the rights of the plaintiff, and is necessarily within his knowledge, must be alleged positively in the bill. Such convenient degree of certainty must be adopted as will give the defendant full information of the case which he is called upon to answer.

The laws of a foreign state operate beyond its territorial limits only ex comitate. The courts of a state where the laws of such foreign state are sought to be enforced, will use a sound discretion as to the extent and mode of that comity They will not permit their tribunals to be used for the purpose of affording remedies which are denied to parties in the jurisdiction of the state that enacted the law, and which tend to operate with hardship on their own citizens and subjects.

A creditor of a corporation, created under the laws of Ohio, filed a bill to enforce the individual liability of the stockholders of the corporation. The corporation had no assets in this state, and none of its stockholders resided here. The bill contained no recital by what remedial process the individual liability of stockholders is enforced in that state. Held, that comity does not require the courts of this state, in the exercise of a judicial discretion, to give effect here to the statutes of that state.

IN EQUITY. The bill was as follows: William A. Rice, in behalf of himself and others, creditors of the Merrimack Hosiery Company, who shall come in and contribute to the expenses of this suit, complains against the said Merrimack Hosiery Company, an association of individuals claiming to be a body corporate and politic, and to have and possess certain corporate powers, under and by virtue of the laws of the state of Ohio, and R. A. Holden, of Cincinnati, in the county of Hamilton, and state of Ohio, and Ira S. Holden, of Baltimore, in the county of Baltimore, and state of Maryland, and Edgar B. Thomas, of Indian

apolis, in the county of Marion, and state of Indiana, and William Wood, of Cincinnati, aforesaid, and A. Shepard, of Compton, in the county of Kenton, and state of Kentucky, as follows, to wit: The said Holdens, Thomas, Wood and Shepard, as the plaintiff is informed and believes, on the 2d day of July 1868, associated themselves with one Charles W. Beal, of Cincinnati, aforesaid, now deceased, and perhaps with sundry other persons to the plaintiff unknown, under the laws of the state of Ohio, as an association or joint-stock company, under the name of the Merrimack Hosiery Company, claiming certain corporate rights and powers under the laws of said state, with a capital stock claiming to be $50,000, with its principal office in Cincinnati aforesaid, for the purpose of conducting in Bristol, in the county of Grafton, the business of manufacturing, by machinery, knit hosiery and other goods, and each of said parties owned or claimed to own stock in said company; that, by the laws of said state of Ohio, as the plaintiff is informed and believes, each and every stockholder in said company was then, and is now, liable for any debt due by said company to any laborer employed by said company in carrying on its manufacturing business; that, some time subsequent to their organization as aforesaid, the said defendants, under the name aforesaid, commenced the business of manufacturing, by machinery, knit hosiery goods, at Bristol aforesaid, and the plaintiff and sundry other persons went into their employ as laborers in said manufacture; that the manufacture so commenced was carried on by them until some time in April, or the 1st of May 1872, when they stopped the business of manufacturing aforesaid, after having removed from the state most of their property, except the machinery with which said manufacturing had been carried on; and, after repeated promises by the defendants and their agents that the business should be resumed, but which promises were as often broken, their property was attached, under process from the court in this state, and on or about the 10th day of December 1872, upon a petition of one of its creditors, the said Merrimack Hosiery Company was adjudged a bankrupt under the laws of the United States.

While the said company were doing business at Bristol aforesaid, and before its adjudication in bankruptcy as aforesaid, it became justly indebted to the plaintiff, for labor and services done and performed in and about its business, to a large amount, to wit,

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the sum of $1500, which is still due the plaintiff. And the plaintiff says that, at the time said debt was contracted as aforesaid, nor since, has he any knowledge, except from reports, as to whether said Holdens, Thomas, Wood and Shepard, either alone or with others, were associated together, under the laws of Ohio, as a corporation, or whether they had corporate powers, or whether the capital stock, if they had any, was paid in, or how it was owned, or whether they were mere partners in business, and by means thereof jointly and severally liable for all debts contracted by them; or, if they were a corporation under the laws of said state of Ohio, whether they had done and performed such acts as by said laws would relieve them, as stockholders, from personal liability for the plaintiff's debt; and as to all and singular of said facts, queries and claims, the plaintiff prays the said defendants may be compelled to prove the same by competent evidence, if they claim the benefit thereof. And the plaintiff avers that all said defendants had notice of his debt, contracted as aforesaid, and a demand was made upon said company more than sixty days before the filing of this bill, to wit, on the 1st day of November 1872; and, by means of the premises aforesaid, the plaintiff avers that the defendants, whether as stockholders of the Merrimack Hosiery Company or as partners, became and were, personally, jointly and severally, liable to pay the same; yet they have not paid the same, nor any part thereof, but refuse so to do. And the plaintiff also avers, that the said Ira S. Holden owns a large amount of real estate, to wit, of the value of $3000, situate in New Ipswich, in the county of Hillsborough, in this state, over which said court has jurisdiction.

Wherefore the plaintiff prays that the said defendants may come to a just and fair account of the sum due the plaintiff upon the demand aforesaid, and that they may be decreed to pay the amount so due to the plaintiff, and for such other relief as may be just.

The defendants demurred to the bill, and assigned the following causes: 1. No equity on the part of the plaintiff is disclosed in the bill. 2. The plaintiff has a plain and adequate remedy at law. 3. Upon the allegations in the bill, the plaintiff is not enti tled to the relief prayed for. 4. The assignee of said hosiery company, in bankruptcy, should be made a party. 5. The bill is, in all respects, uncertain, informal and insufficient. 6. The plain