appealed from; but, it is nevertheless, of the greatest weight, as it has been the unanimous opinion of all the Judges who have been called upon to pronounce upon this question. In addition to this, we have this decision supported by the Supreme Court of the United States in the case of Paul v. Virginia...

Besides the question raised as to the constitutionality of the Act, the Company (appellant) contends that, because it has been incorporated by the Parliament of Great Britain, it is not subject to provisions of the Act now under consideration. Whatever may be the origin of these corporations, whether they owe their existence to the Parliament of the Dominion or to the Provincial Legislatures, or to a foreign power, they are nevertheless, in the one case as the other, subject, in order to exercise their franchise, to the conditions which may be imposed upon them by the laws of the country where they desire to exercise such franchise. These corporations are in reality, only commercial associations, which only differ from ordinary commercial partnerships as to the limited liability of the members thereof. The Federal Statute, by the first section, treats them as ordinary associations of individuals transacting insurance business. These corporations cannot, any more than other associations, set themselves above the law, to which they are obliged to conform. Our large commercial houses, which have branch houses in the different Provinces of the Dominion as well as in foreign countries, have never for a moment pretended that they could set themselves above the laws of the Provinces or countries in which they carry on business, and claim, that they should be subject only to the laws in force at their principal place of business. Whatever may be the inconvenience, are they not obliged in all their contracts to conform themselves to the laws of the country where they carry on business? It would, no doubt, be much simpler and more advantageous for insurance companies, to have the power of themselves determining their conditions, and of imposing them in all countries where they might open offices. Would not this be putting them above the law? Far from recognizing that they have such privileges, numerous authorities and judicial decisions agree to the contrary. This point has already been decided in the case of Paul v. Virginia already cited, in which Mr. Justice Field says:-"A recognition of its existence (corporation) even by the other States, and the enforcement of its contracts made therein, depend greatly on the comity of those States, a comity which is never extended when the existence of the corporation or the exercise of its power is prejudicial to their interest, or repugnant to their interest.

They may exclude this foreign corporation, they may restrict its business to particular localities, or they may exact security for the performance of its contracts with their citizens, as in their judgment will best promote the public interest."

It is hardly necessary to cite authorities on this point, as it is only the application of the elementary rule "locus regit actum." I will cite, however, the following, as it contains the opinion of the author of the "Traité du droit de la nature et des gens," Alauzet, Vol. 1, No. 194, page 361-"Lorsque la justice est applicable à des navires armés et équipés en France quoique étrangers, les dispositions de la loi française doivent être suivies. La cour de Cassation a eu occasion d'examiner cette question et l'a resolue dans ce sens." Merlin qui rapporte cet arrêt l'approuve. "Sur cette question, disait Mr. Daniel, organe du ministère public, rien n'est plus constant que le principe invoqué par les demandeurs et développé par Puffendorf-quiconque passe un contrat dans les terres d'un souverain, se soumet aux lois du pays et devient en quelque manière, sujet passager de cet état."

The Company appellant also contends, that their conditions being in substance similar to the statutory conditions, they may avail themselves of the statutory conditions, and yet, not comply with the requirements imposed by the Statute; that is to say, in my opinion, because they have evaded the law, they should have the same right as though they had complied with it. It seems clear that when a company does not have the statutory conditions printed, as prescribed by Section 4, the third section provides that they may form part of the policy "as against the insurers," leaving it optional to the insured to take advantage of them or not, the insurance, then, being subject to such conditions which result from the law bearing on the subject of contracts of insurance. I do not presume here to discuss this point, as it has been so often before the Courts of Ontario, and as the large majority of the judges have given their opinion in favor of this construction of the Act. It is sufficient to say that I entirely concur with the opinion expressed by the learned C. J., Moss, on this point, in the cases now before us.

HENRY, J. :-

Several important questions were raised and argued in this case, not the least of which, was that, as to the constitutionality of the Act of Ontario, which provides for conditions in policies for fire insurance such as that which is now contested by the appellants. I have arrived at the conclusion that the Act is intra vires. It is contended that, inasmuch as "the regulation of trade and commerce," by the 91st Section

of the British North America Act is specifically given to the Parliament of Canada, there is no power in a Local Legislature to regulate, by enactment, the rights of insurers and those they insure against loss or damage by fire. It is also contended that, if it be not so, the Local Legislature might, by the imposition of conditions and restrictions, frustrate the object of a Company chartered or incorporated, by, or under, an Imperial Act, as is the case with the appellant's Company, or by or under an Act of the Parliament of Canada. The contention may or may not be well founded, and besides, the settlement either way, cannot affect the main question. But local legislation has not yet reached that point, if it ever does, it will be time enough to deal with that position when it arises. If the power to regulate the matters in question be with the Local Legislature, it is not easy to find the authority to question, control, or limit its exercise.

We must construe the words of section 91 which I have quoted, by the whole Act and the several important objects in view, and be governed by what is intended by it. The regulation of trade and commerce is a very comprehensive, but, at the same time, a very indefinite and vague term, and, if construed in its comprehensive meaning, would include a great variety of subjects which we find specifically added in the list of subjects given to the Parliament of Canada, such as, for example, "Beacons, Buoys, Lighthouses," "Navigation and Shipping," "Quarantine and the Establishment of Marine Hospitals," "Currency and Coinage," " Banking, incorporation of Banks, and the issue of Paper Money," "Bills of Exchange and Promissory Notes," " Interest," " Legal Tender," 99.66 Bankruptcy and Insolvency," and others. From this it may be fairly assumed the term was used in some generic, but, at the same time, qualified sense, and not intended to apply to the regulation of trade and commerce in regard to all subjects that may be found to contribute to the one or the other. The operations of manufacturers, the hiring of their operatives, the providing and erection of machinery, procuring the raw materials used by them, with the necessary contracts and agreements, and expenditure of labor employed, and the interests. of all parties engaged, from the owner of the soil through all the train of persons engaged in producing and supplying lumber, iron, or other materials for manufacturing purposes, may all be said to be intimately connected with trade and commerce, and to be included in the general term used; and if they were not shown by the whole Act and its objects to be excepted, we might possibly conclude them to have been intentionally included. The matters just referred to, all tend to contribute

to, and create trade and commerce; but Fire Insurance Companies may operate, as they do in some cases, only in respect to agricultural buildings, which but very remotely have any effect on the trade and commerce of the country. If organized for local operation, we find, by number eleven of the list of subjects given to the Local Legislatures, the charters are to be granted by them. "The Incorporation of Companies with Provincial objects" are the words used. But apart from these considerations, "Property and civil rights in the Province" being within the power of the Local Legislatures, we must determine the extent to which, if any, the power to deal with them is necessarily restrained, and what limitation of them the British Parliament intended to provide in reference to the exercise of this power by giving to Parliament "The Regulation of Trade and Commerce."

From the peculiar distribution of the legislative powers, and the mode adopted, it was a difficult undertaking to legislate so as to prevent difficulties arising, but they are to be properly resolved, only, by keeping prominently in view the leading objects intended to be provided for. Looking only at number 26 in the list contained in Section 91, and finding the words "Marriage and Divorce," we would at once conclude that those words included everything with respect to those subjects; but in number 12 of Section 92 we find The solemnization of Marriage in the Province" is expressly given to the Local Legislatures. No doubt can be entertained, that, considering both provisions, notwithstanding any other provision of the Act, the intention was probably to give the power to regulate the Solemnization of Marriage, to the Local Legislatures. The two cases are not exactly alike, but still it shows no one part of the Act should be alone looked at.

The incorporation of Fire Insurance Companies with Provincial objects being given to the Local Legislatures, they can, as to them, prescribe conditions and terms for the conduct of the business, and regulate the rights of the Companies and those dealing with them. With the power to deal with the whole subject of property, real and personal, and civil rights, and the right to prescribe and regulate, as just stated, in respect to the incorporation of Companies with Provincial objects, it would be unreasonable to conclude they were intended to have no power to apply the same or similar conditions to the dealings of other Companies chartered outside. It would be, I think, improper to conclude that the Imperial Parliament, in the use of the words "the regulation of trade and commerce," in the peculiar connection in which we find them, could have intended them to apply, not only to the regula

tion of trade and commerce, as generally understood, but to all trading and commercial contracts, so as to limit the operation of the provision giving specifically, the subject of property and civil rights to the Local Legislatures.

If once decided that contracts for fire insurance are necessarily beyond the powers of the Local Legislatures, where can a line be drawn. to save to them the power to legislate touching the wages and contracts connected with manufacturing, mercantile or other transactions, or in respect to liens on personal estate in the shape of stocks of goods, or in respect to mercantile shops or warehouses.

The words of a Statute, unless the context shows otherwise, or they have a technical meaning, are to be construed according to their well understood and accustomed meaning. "Trade" means the act or business of exchanging commodities by barter, or the business of buying and selling for money-commerce-traffic-barter; it means the giving of one article for another for money, or money's worth. "Commerce' is only another term for the same thing. Neither of the terms, includes the rules of law, by which parties engaged in trade or commerce are bound to each other, but, when their regulation is given to a legislative body, it must be assumed the intention was, that control in some respects was to be exercised; but, to what extent, we must judge in this case by taking the whole Act into consideration.

The Dominion Parliament has power to enact general regulations in regard to trade and commerce, but not to interfere with the powers of the Local Legislatures in the matter of local contracts, amongst which, are properly included policies of insurance against loss by fire on property in the respective Provinces.

"To regulate" trade, may remotely, affect some of the conditions and terms under which articles are produced, but not necessarily so; and the regulation of it may consist only in rules governing the disposition or sale of goods, or may include conditions under which goods are manufactured, by which they become liable to duty. The term or expression "Regulation of trade and commerce" cannot, under the Imperial Act, be construed to extend to and include contracts for the erection, purchase, or renting of warehouses, manufactories, or shops used for trading or commercial purposes.

In some of the cases I have put, trade and commerce would be regulated in the others, they might be affected, but only incidentally, by the laws regulating contracts; nor is it, I think, at all necessary under the Act, that they should be construed to regulate contracts.