right to receive what might ultimately be realized from the fund thus set apart became therefore irrevocably vested in those who were shareholders on June 9, 1900, and they or their assigns are now entitled to whatever is to be distributed from it." It follows, as held, that the transfer of shares after the reduction of June 9; 1900, did not carry any right to an interest in the special trust fund, the proportionate interests therein having vested in the then shareholders as individuals. The result is unaffected by the fact that distribution in cash may have been contemplated as the assets set aside were realized upon. The conclusion at which we have arrived dispenses with the necessity of discussing other questions suggested. Judgment affirmed. OLD WAYNE MUTUAL LIFE ASSOCIATION OF INDIANAPOLIS v. MCDONOUGH. ERROR TO THE SUPREME COURT OF THE STATE OF INDIANA. No. 57. Argued October 25, 1906.-Decided January 7, 1907. A statute of Pennsylvania provides: “No insurance company not of this State, nor its agents, shall do business in this State until it has filed with the Insurance Commissioner of this State a written stipulation, duly authenticated by the company, agreeing that any legal process affecting the company, served on the Insurance Commissioner, or the party designated by him, or the agent specified by the company to receive service of process for said company, shall have the same effect as if served personally on the company within this State, and if such company should cease to maintain such agent in this State so designated such process may thereafter be served on the Insurance Commissioner." An insurance company of Indiana issued a policy of insurance upon the life of a citizen of Pennsylvania, the beneficiaries being also citizens of that Commonwealth. The contract of insurance was made in Indiana without the insurance company having filed the stipulation required by 204 U.S. Argument for Plaintiff in Error. the local statute as to service of process upon the Insurance Commissioner of Pennsylvania. A suit was brought on the contract in a Pennsylvania court, process was served on the state Insurance Commissioner alone, a personal judgment taken against the insurance company, and suit brought on that judgment in an Indiana court. The company did some business in Pennsylvania which had no relation to the contract made in Indiana. Held, that: 1. If the defendant had no such actual legal notice of the Pennsylvania suit as would bring it into court, or if it did not voluntarily appear therein by an authorized representative, then the Pennsylvania court was without jurisdiction to render a personal judgment against the company. 2. The constitutional requirement that full faith and credit be given in each State to the public acts, records and judicial proceedings of every other State is necessarily to be interpreted in connection with other provisions of the Constitution, and therefore no State can obtain in the tribunals of other jurisdictions full faith and credit for its judicial proceedings if they are wanting in the due process of law enjoined by the fundamental law. 3. If the conclusiveness of a judgment or decree in a court of one State is questioned in a court of another government, Federal or state, it is open, under proper averments, to inquire whether the court rendering the decree or judgment had jurisdiction to render it. 4. Where an insurance company or corporation of one State goes into another State to transact business in defiance of its statute as to service of process, it will, in an action against it in such State, be held to have assented to the terms prescribed by the local statute for service of process in respect to business done in that State, but its assent in that regard will not be implied as to business not transacted in that State. 5. If a personal judgment be rendered in one State against a corporation of another State, bringing such corporation into court, that is, without any legal notice to the latter of the suit, and without its having appeared therein in person or by attorney or agent, it is void for want of due process of law. 164 Indiana, 321, reversed. THE facts are stated in the opinion. Mr. A. S. Worthington for plaintiff in error: The Pennsylvania judgment is invalid, outside of that State at least, because it does not appear that when process was served on the insurance commissioner the plaintiff in error was doing business in Pennsylvania. Barrow Steamship Co. v. Kane, 170 U. S. 111; St. Clair v. Cox, 106 U. S. 350; Fitzgerald Argument for Plaintiff in Error. 204 U.S. Co. v. Fitzgerald, 137 U. S. 98, 106; Mutual Life Ins. Co. v. Spratley, 172 U. S. 602; Goldey v. Morning News, 156 U. S. 519. Return of service upon an officer of a foreign corporation is insufficient unless it appears from the return or from the record that the company is doing business in the State when the suit is begun. Central Grain & Stock Exch. v. Board of Trade, 125 Fed. Rep. 467. In the suit brought in Indiana on the Pennsylvania judgment it was averred in the complaint that the defendant is now and on December 3, 1897, and long prior and subsequent thereto, was engaged in the transaction of business in Pennsylvania, soliciting applications for insurance from and issuing policies to residents of said State. This is one of the material allegations denied by paragraph 1 of the answer in the case. No evidence was offered to support this averment, and it would seem that on this account alone, the judgment below should be reversed, nor is sufficient evidence on this subject found in the transcript of the judgment in the Pennsylvania suit. While the plaintiff's statement of claim in the Pennsylvania court, which was filed when the original summons was issued, did indeed set forth that the policy sued on was executed and delivered at Scranton, Pennsylvania, this averment does not help the defendant in error. A single transaction does not constitute doing business in the State. Allgeyer v. Louisiana, 165 U. S. 578; Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; Ammons v. Brunswick-Balke Collender Co., 141 Fed. Rep. 570; State v. Robb, 106 N. W. Rep. 406; Jameson v. Simonds Law Co., 84 Pac. Rep. 269. The Pennsylvania judgment is invalid because the statute under which process was served on the insurance commissioner does not provide for any notice to the foreign corporation. A State may exclude altogether a foreign corporation, or may, in general, allow it to do business within its territory upon such terms as it deems proper. Bank of Augusta v. Earle, 13 Pet. 519; Paul v. Virginia, 8 Wall. 168; Railroad Co. v. Harris, 12 Wall. 65; Ex parte Schollenberger, 96 U. S. 369. 204 U.S. Argument for Plaintiff in Error. A judgment rendered in a state court, without personal service on the defendant, may be a good judgment, even in personam, against such defendant in that State, but void everywhere else. Goldey v. Morning News, 156 U. S. 518; Barrow Steamship Co. v. Kane, 170 U. S. 111; Grover v. Radcliffe, 137 U. S. 287; La Fayette Ins. Co. v. French, 18 How. 406. Due process of law requires notice and an opportunity to be heard. Lasere v. Rochereau, 17 Wall. 437; Orchard v. Alexander, 157 U. S. 372, 383; McVeigh v. United States, 11 Wall. 259. The right of a State to determine the conditions upon which it will permit foreign corporations to carry on their business within its borders may be ffected by the Constitution of the United States. The power of the State in this regard is subject to such limitations on her sovereignty as may be found in the fundamental law of the Union. Ducat v. Chicago, 10 Wall. 410, 415. A corporation lawfully doing business in a State is no more bound by a general unconstitutional statute than a citizen of the State. Cargill Co. v. Minnesota, 180 U. S. 452; Carroll v. Greenwich Ins. Co., 199 U. S. 409. While a foreign corporation must comply with state laws, invalid state laws, contrary to the Constitution of the United States, cannot be imposed as a condition upon the right of such a corporation to do business within the State. Dayton Coal & Iron Co. v. Barton, 183 U. S. 23. The right of a State to allow foreign corporations to do business in the State on such terms as it pleases is subject always of course to the paramount authority of the Constitution of the United States." Hooper v. California, 155 U. S. 648, 656. See also Insurance Co. v. Morse, 20 Wall. 445, 451, 455; Doyle v. Continental Insurance Co., 94 U. S. 535; Southern Pac. R. R. Co. v. Denton, 146 U. S. 202; Barron v. Burnside, 121 U. S. 186; Swan v. Mutual Reserve &c. Assn., 100 Fed. Rep. 922; Pinney v. Providence Loan Co., 106 Wisconsin, 402; Rothrock v. Insurance Co., 161 Massachussetts, 425; Carroll v. N. Y., N. H. & H. R. R. Co., 46 Atl. Rep. 708; Wilson v. Seligman, 144 U. S. 45; Vallee v. Dumurgue, 4 Exch. 290; Copin v. Adamson, 9 L. R. Exch. 345, affirmed on appeal, Exch. Div. 17. There was no appearance or brief filed for defendant in error. MR. JUSTICE HARLAN delivered the opinion of the court. This is an action in an Indiana court against the plaintiff in error upon a judgment against it in a Pennsylvania court. The decisive questions in the case have reference to the clause of the Constitution of the United States, requiring full faith and credit to be given in each State to the public acts, records and judicial proceedings of other States, and, also, to the clause forbidding the deprivation by a State of life, liberty or property, without due process of law. There was a judgment for the plaintiffs, which was affirmed by the Supreme Court of the State. The questions before us arise out of the facts now to be stated. On the twenty-second day of February, 1900, the defendants in error brought an action in the Court of Common Pleas of Susquehanna County, Pennsylvania, against the Old Wayne Mutual Life Association of Indianapolis, an Indiana corporation, upon a certificate or policy of life insurance dated December 3, 1897, whereby that association agreed to pay to Winnifred Herrity and Sarah McDonough of Scranton, Pennsylvania, or their legal representatives, the sum of $5,000 upon the condition, among others, that if the person whose life was insured-Patrick McNally, of Scranton, Pennsylvania-should die within one year from the date of the certificate, then Herrity and McDonough should not receive more than onefourth of the above sum. McNally died on the fourteenth day of November, 1898. A summons, addressed to the sheriff of Susquehanna County, Pennsylvania, was sued out and the following return thereof was made: "Served the Old Wayne Mutual Life Association |