234 U. S. Argument for Defendant in Error. Kroegher v. Calivada Colonization Co., 119 Fed. Rep. 641, 652; Mutual Life Ins. Co. v. Dingley, 100 Fed. Rep. 408. The cases relied on by defendant in error which dealt with contracts of residents or citizens of Missouri, such as Cravens v. Insurance Co., 148 Missouri, 583, 593; Price v. Insurance Co., 48 Mo. App. 281; Horton v. Insurance Co., 151 Missouri, 604, 612; Burridge v. Insurance Co., 211 Missouri, 162; Smith v. Mutual Ins. Co., 173 Missouri, 329; Whitfield v. Insurance Co., 205 U. S. 489; Equitable Life Ins. Co. v. Clements, 140 U. S. 226; Life Ins. Co. v. Russell, 77 Fed. Rep. 94, are distinguishable. The policy loan agreement was not a Missouri contract. It was signed and delivered outside the State of Missouri by parties who were non-residents of that State and cannot be controlled or governed by the Missouri nonforfeiture laws. The original contract could be lawfully amended or changed by the loan agreement. 1 Cooley's Briefs Insurance, 900; S. S. White Co. v. Delaware Ins. Co., 105 Fed. Rep. 642; Leonard v. Charter Oak Ins. Co., 65 Connecticut, 529; Fireman's Fund Ins. Co. v. Dunn, 22 Ind. App. 333; Kattelman v. Fire Assn., 79 Mo. App. 447. The right of plaintiff in error to make contracts is protected by § 1 of the Fourteenth Amendment and to attempt to deprive it of this right raises a constitutional question and gives this court jurisdiction. Allgeyer v. Louisiana, 165 U. S. 578; Lochner v. New York, 198 U. S. 45, 52; Door Co. v. Fuelle, 215 Missouri, 421, 458; Pennoyer v. Neff, 95 U. S. 714, 722; Union Bank v. Commissioners, 90 Fed. Rep. 7; Olcutt v. Supervisors, 16 Wall. 677, 690; Havemeyer v. Iowa County, 3 Wall. 294; Keller v. Insurance Co., 58 Mo. App. 557; Whitfield v. Insurance Co., 205 U. S. 480; Greenhood on Public Policy, 2. Mr. Buckner F. Deatherage, with whom Mr. Goodwin Creason, Mr. James S. Botsford, Mr. W. P. Borland and Argument for Defendant in Error. 234 U. S. Mr. James A. Reed were on the brief, for defendant in error: The defendant, although a foreign corporation created and existing under the laws of New York, came into Missouri under its license and permission and made the contracts of insurance sued upon in these actions, in the State of Missouri, with the same force and effect and subject to the insurance laws of Missouri the same as if it had been and were a corporation created under the laws of Missouri instead of the laws of New York, and for the purposes of this case defendant must be taken to be the same in all respects as a Missouri corporation. The contracts in these cases having been entered into in Missouri, have the same legal effect and force as if the insured had lived in Missouri, in which State he was born, instead of living in New Mexico, at the time of making these contracts. The people of all the States and Territories of the United States have the right to buy and sell real estate in Missouri, own property therein and enter into contracts therein, the same as citizens and residents of Missouri. See § 748, Statutes Missouri, regarding aliens, 1 Rev. Stat. Missouri of 1909, p. 355. Under the Fourteenth Amendment plaintiffs were guaranteed the same right as if they had lived in Missouri. Yick Wo v. Hopkins, 118 U. S. 356, 369; R. W. Co. v. Mackey, 127 U. S. 205, 209; Duncan v. Missouri, 152 U. S. 377; Frazer v. McConway Co., 82 Fed. Rep. 257; Templar v. Bankers Board Ex., 131 Michigan, 254; Steed v. Hamey, 18 Utah, 367; Pearson v. Portland, 69 Maine, 278. The question of the situs of contracts in cases where the question of their validity depends upon the laws of the State where they are made does not depend upon the residence of the parties. Napier v. Bankers Ins. Co., 100 N. Y. Supp. 1072. The policy was issued upon the life of a man residing, at the date of the issuing thereof, in the city of Chicago 234 U. S. Argument for Defendant in Error. in the State of Illinois; and, so far as the evidence in this case shows, that continued to be his residence up to the date of his death. If this policy is to be construed as an Illinois contract, the statute above referred to would not apply. Mutual Life Ins. Co. v. Hill, 193 U. S. 551; Mutual Life Ins. Co. of New York v. Cohen, 179 U. S. 262. Notwithstanding the fact that the policy was written upon the life of a person residing out of the State of New York, upon the evidence in this case the contract must be deemed to be a New York contract. The policy purports to be signed and delivered at the city of New York. The residence of the parties has no influence in determining the place where a contract is made. Milliken v. Pratt, 125 Massachusetts, 374; Golden v. Ekerb, 52 Missouri, 260; Richardson v. DeGinesville, 107 Missouri, 422; Ruhe v. Byck, 124 Missouri, 178; Reed v. Telegraph Co., 135 Missouri, 661; Horton v. N. Y. Life Ins. Co., 151 Missouri, 604; Elliott v. Des Moines Life Ass., 163 Missouri, 132; Thompson v. Traders Ins. Co., 169 Missouri, 12; Park v. Connecticut Ins. Co., 26 Mo. App. 511; Clothing Company v. Sharpe, 83 Mo. App. 385; Pietri v. Seguenot, 96 Missouri, 258. The contention of defendant's counsel that its offer to pay $89.00 to satisfy a liquidated indebtedness for which the judgment given was for about $7500.00 and that such offer of $89.00 extinguishes plaintiff's liquidated demands, is not supported by anything in the law. 1 Cyc. 319; Wetmore v. Crouch, 150 Missouri, 671, 672, 682, 683. See Cravens v. Insurance Co., 148 Missouri, 583; aff'd Insurance Co. v. Cravens, 178 U. S. 389. These policies were and are Missouri contracts. Cravens v. Ins. Co., 148 Missouri, 583; S. C., aff'd 178 U. S. 389; Equitable Life v. Clements, 140 U. S. 226; Whitfield v. Ins. Co., 205 U. S. 489; Moore v. Ins. Co., 112 Mo. App. 696; Ins. Co. v. Russell, 77 Fed. Rep. 94, 23 C. C. A. 43; Ins. Co. v. Twyman, 92 S. W. Rep. 335; Capp v. Ins. Co., 94 S. W. Rep. 734; Horton v. Ins. Co., 151 Missouri, 604; Joyce on Ins., § 194; Napier v. Ins. Co., 100 N. Y. Supp. 1072; Burridge v. Ins. Co., 211 Missouri, 158, 178. Defendant's proposition that the loan contracts of 1904 had the effect of wiping out the policies is erroneous. Smith v. Insurance Co., 173 Missouri, 329, 341; Burridge v. N. Y. Life Ins. Co., 211 Missouri, 158, 178; Cristensen v. N. Y. Life Ins. Co., 152 Mo. App. 551. Defendant had no right to come into Missouri and make contracts in defiance of law. The right of contract is not an unlimited, unqualified one, but is always subject to the law in force at the time of making the contract. Wilson v. Drumrite, 21 Missouri, 325; Villa v. Rodriguez, 12 Wall. 339; State v. Fireman's Ins. Co., 152 Missouri, 1; State v. Cantwell, 179 Missouri, 245; Holden v. Hardy, 169 U. S. 366; Karness v. Insurance Co., 144 Missouri, 413; Havens v. Insurance Co., 123 Missouri, 403; Henry v. Evans, 97 Missouri, 47. The relation between an insurance company and a policyholder is fiduciary in its character, and one that calls for the protection of the legislature by wholesome legislation. Cases supra and Smith v. Mutual Benefit Ins. Co., 173 Missouri, 329; Mutual Life Ins. Co. v. Twyman, 92 S. W. Rep. 335. MR. CHIEF JUSTICE WHITE delivered the opinion of the court. In March, 1894, Richard G. Head, a citizen and resident of New Mexico, being temporarily in Kansas City, Missouri, made application at a branch office of the New York Life Insurance Company for two policies of insurance for ten thousand dollars each on his own life for the benefit of his minor son, Richard G. Head, Jr. The application stated the residence of Head in New Mexico and it was stipulated that the policy applied for when issued should be considered as having been issued in New York and be treated as a New York contract. When Head made the application he handed a note for the premium to the agent with instructions when the policies came to turn them over to a friend to hold for him. The policies were issued, were delivered as directed and were subsequently turned over to Head when he again came to Kansas City. All the premiums but the first, with perhaps one exception were paid in New Mexico or at an agency of the company in Colorado. Nine years after the issue of the policies, that is, in 1903, in New Mexico, Head transferred one of the policies to his daughter, Mary E. Head, the transfer having been either by way of original authority or ratification duly sanctioned by the proper probate court in the county of New Mexico where Head was domiciled. In 1904, Mary E. Head, under the policy of which she thus became the beneficiary borrowed from the New York Life Insurance Company the sum of $2,270. The loan was requested by a letter written from Las Vegas, New Mexico, to New York, and accompanied by the policy and an executed loan agreement in the form usually required by the company and which conformed to the requirements of the New York law. The loan bore 5 per cent. interest and the agreement provided that it should be payable at the home office in New York and that if any premium on the policy or any interest on the loan were not paid when due, "settlement of said loan and of any other indebtedness on said policy shall be made by continuing said policy, without further notice, as paid-up insurance of reduced amount, in accordance with Section 88, Chapter 690, of the Laws of 1892 of the State of New York." There was default in April, 1905, in the payment of the interest on the loan and the premium on the policy and pursuant to the terms of the loan agreement and the law of New York the policy was settled, the sum remaining from the accumulated surplus after paying the loan and |