ter observing that the courts of the State had construed the powers of an insurance agent liberally, and held that, in writing the application and explaining interrogatories and the meaning of the terms used, he was to be regarded as the agent of the company, and, referring to the case of Insurance Company v. Wilkinson, in 13th Wallace, the court said: "But it cannot be supposed that these defendants intended to clothe this agent with authority to perpetrate a fraud upon themselves. That he deliberately intended to defraud them is manifest. He well knew that if correct answers were given no policy would issue. Prompted by some motive he sought to obtain a policy by means of false answers. His duty required him not only to write the answers truly as given by the applicant, but also to communicate to his principal any other fact material to the risk which might come to his knowledge from any other source. His conduct in this case was a gross violation of duty, in fraud of his principal, and in the interest of the other party. To hold the principal responsible for his acts, and assist in the consummation of the fraud, would be monstrous injustice. When an agent is apparently acting for his principal, but is really acting for himself or third persons, and against his principal, there is no agency in respect to that transaction, at least as between the agent himself, or the person for whom he is really acting, and the principal. The fraud could not be perpetrated by the agent alone. The id of the plaintiff or the insured, either as an accomplice or as an instrument, was essential. If she was an accomplice, then she participated in the fraud, and the case falls within the principle of Lewis v. The Phoenix Mutual Life Insurance Co., (39 Conn. 100.) If she was an instrument she was so, because of her own negligence, and that is equally a bar to her right to recover. She says that she and her husband signed the application without reading it and without its being read to them. That of itself was inexcusable negligence. The application contained her agreements and representations in an important contract. When she signed it she was bound to know what she signed. The law requires that the insured shall not only, in good faith, answer all the interrogatories correctly, but shall use reasonable diligence to see that the answers are correctly written. It is for his interest to do so, and the insurer has the right to presume that he will do it. He has it in his power to prevent this species of fraud and the insurer has not." (41 Conn. 168-171, 172.) With these views we fully agree.

*

* * *

The instruction given to the jury in the case before us is, in effect, that the assured was bound by his application if it was not avoided for fraud, and that it was so avoided by reason of the false statements contained in it, and that, therefore, the plaintiff, as his representative, could recover. But if the application was avoided, it would seem to be a necessary consequence that the policy itself was also avoided, and his right limited to re

covering the premiums paid. But such was not the conclusion of the court. It directed the jury that if the application was avoided for fraud, he could recover. It does not seem to have occurred to the court that had the answers been truthfully reported, and the fact of the assured having had diabetes within a recent period been thus disclosed, the insurance would in all probability have been refused. If the policy can stand with the application avoided, it must stand upon parol statements not communicated to the company. This, of course, cannot be seriously maintained in the face of its notice that only statements in writing forwarded to its officers would be considered. A curious result is the outcome of the instruction. If the agents committed no fraud the plaintiff cannot recover, for the answers reported are not true; but if they did commit the imported fraud he may recover, although, upon the answers actually given, if truly reported, no policy would have issued. Such anomalous conclusions cannot be maintained.

There is another view of this case equally fatal to a recovery. Assuming that the answers of the assured were falsified, as alleged, the fact would be at once disclosed by the copy of the application, annexed to the policy, to which his attention was called. He would have discovered by inspection that a fraud had been perpetrated not only upon himself but upon the company, and it would have been his duty to make the fact known to the company. He could not hold the policy without approving the action of the agents, and thus becoming a participant in the fraud committed. The retention of the policy was an approval of the application and of its statements. The consequences of that approval cannot after his death be avoided.

The court charged the jury that if the assured had discovered the fraud before the policy was delivered and the first premium paid, it would have been his duty to decline to go any further with the transaction; but if he did not discover the fraud until after such delivery and payment, he was not called upon to take any steps for the cancellation of the contract. In other words, the jury were told that the assured might take to himself the benefit of the fraud without responsibility for it, if he did not discover it until after it was consumated-a doctrine without authority and wholly indefensible. No one can claim the benefit of an executory contract fraudulently obtained, after the discovery of the fraud, without approving and sanctioning it.

In American Insurance Company v. Nelberger. 74 Mo. 167, the assured agreed with the agent of the company that the policy to be issued should contain a clause giving him a right to cancel it at the end of the year. The policy issued contained no such clause; but he retained it several months before he returned it. The court, after observing that when the application does not attempt to set forth all the provisions which the policy to be is

sued must contain, and the agent represents that the policy will contain certain stipulations which are not unlawful, then the policy must contain them, or the assured would not be bound to accept it. "But in such case," said the court, "it will be the duty of the insured, when he receives the policy, promptly to examine the same, and, if it does not contain the stipulations agreed upon, to at once notify the company of such fact, and of his refusal to accept said policy. The policy in this case was issued on the 25th day of January, 1875, and was not rejected by the defendant until May 10, 1875. If the policy was received by the defendant soon after the date on which it purports to have been issued, we think he waited too long to elect whether he would receive the policy without the stipulation in regard to cancellation, or refuse to accept it, because it did not contain such stipulation. After such delay he will be deemed to have accepted the policy as issued."

The case of Richardson v. Maine Insurance Company, 46 Me. 394, is a stronger one in illustration of this doctrine of acceptance. There an application for insurance was made to an agent of the company. He thereupon filled one containing a statement that there was no mortgage on the property to be insured, and without the knowledge of the applicant, signed his name thereto. A policy was accordingly issued, which declared that it was made and accepted in reference to the application, and that the assured, by accepting it, covenanted that the application contained a just, full, and true statement of all the facts and circumstances in regard to the condition, situation, value, and risk of the property insured, and that if any fact or circumstance were not fairly represented, the policy should be void. Action having been brought upon the policy, the company denied its liability on the ground that the application had represented that there was no such mortgage, when in fact, one existed. The court held that the assured, by accepting the policy, was bound by its covenants, and that he ratified the application.

It is unnecessary to pursue the subject further. We are clear that the court below erred, both in refusing the instructions asked, and in its charge to the jury in the particulars mentioned. Its judgment must, therefore, be reversed, and the cause remanded for a new trial.

NOTE -This case involves chiefly a question of notice. The insurance company had a manifest right to limit the powers of its agent, and all persons dealing with him and having notice of the limitations were of course bound by them. Unless that notice is brought home to the party dealing with the agent, he has a right to regard the latter as fully empowered to transact all the business of his principal, connected with the matter in hand. "The powers of the agent are prima facie co-extensive with the business entrusted to his care, and will not be narrowed by limitations not communicated to persons with whom he deals."1

1 Insurance Company v. Wilkinson, 13 Wall. 222; Bebee

The last clause in the foregoing extract controls the case under consideration; if the notice of the limitation upon the powers of the agent, contained in the printed forms of the application policy, etc., was brought home to the insured, he is certainly bound to know that, whatever the agents may have said, done, or written, the company was only bound upon the precise terms of the application as it was signed by the insured and transmitted by the agent to the company. The question, however, remains: what is necessary to prove notice to an applicant for insurance, of the terms upon which the company applied to for it, will entertain his application? Surely the fact, that in his hands is placed a printed form of the questions he must truly answer, would be sufficient. In this case and in others before it, the Supreme Court of the United States has, in effect, decided that when a sane person, competent to contract, has signed an instrument embodying the terms of an important contract, there arises a strong presumption that he has read it, and is charged with notice of its meaning. Not to read it is, in such a case, inexcusable negligence.

On the other hand it is true that insurance companies having agents either local or peripatetic, are upon general principles and in the absence of special limitations of the powers of such agents, liable for their acts and declarations within the scope of their employment as if they proceeded from their principal. And they are none the less liable if such acts and declarations constitute a fraud upon their patrons.2 In a New York case, it is held that if an agent of an in surance company fills up a blank application for insurance, which by his fault or negligence contains a material mis-statement, not authorized by the party that signs it, the wrong should be imputed to the company. All this is undoubtedly the law in the absence of any limitations upon the powers of the agent, duly declared by the company, and fully brought to the knowledge of the insured. And so we are brought back to the question, whether a party who, as a necessary condition precedent to a contract, signs an instrument, is charged thereby with notice and knowledge of the contents of that instrument, and is presumed, having signed it, to have read it, and being competent to contract, having read it, to have understood it. This is all the court was in this case really called upon to decide, and its decision simply amounts to this: that he who signs an application for insurance has read it, understood it, and is bound by it.

as

ATTORNEY AND COUNSELOR- Disbarment-Procuring Fraudulent Judgment.- Defendant, an attorney at law, was employed to collect a note upon which several parties were liable. Having obtained service upon one of them, and obtained judgment against him, and obtained payment of much the larger portion of the amount due thereon, he then withdrew the note from the papers in the case, giving his receipt therefor, took an signment of the note from the plaintiff, instituted a new suit in his own name against another of the parties liable thereon, who had not been served in the original suit, and recovered judgment against him for more than five times the amount remaining due upon the note. This party was in a state of intoxication at the time of service upon him in this second suit, and had been for several days preceding, and this was known to the attorney. Having obtained judgment in this manner, and the return of the execution nulla bona, he caused the execution to be levied upon the real estate of such party, and bid the property in himself for less than the amount of his judgment, and about onetenth of its value. Held, that the attorney should be disbarred. People v. Murphy, S. C. Ill. March 27, 1886, N. E. Rep. Vol. 6, 489.

2. CARRIERS-Carrier of Passengers-NegligencePassenger Boarding Train After Signal Given for Starting. - The purchase of a ticket at a railroad ticket office gives no right to the passenger, except upon the condition of presenting himself for passage before the signal is given for a start; and, if he comes after that, it is not negligence, as against him, that the train starts in obedience to it. The sale of a railroad ticket at a ticket office, before the arrival of a train, gives no specific right to the purchaser to take that particular train which is then at the station, or is about to arrive, and the train need not be held beyond the regular time of starting to allow him to get upon it. Paulitsch v. New York, etc. Co., N. Y. Ct. of App., April 20, 1886, N. E. Rep. Vol. 6, 578.

3. CHATTEL MORTGAGE-Validity of-Pledge and Collateral Security — Authority of Collection Agent-An attorney at law and banker, having claims in his hands for collection, will, where it is necessary to secure the collection of such claims, presumptively have authority to take as collateral security, and in his own name, a promissory note secured by a chattel mortgage. Where a mortgagee of chattels takes possession of the same under the terms of the mortgage, and with the consent of the mortgagor, the mortgage will be held valid, although it may never have been filed in the office of the register of deeds, and although the description of the property in the mortgage may be slightly defective; and held, in the present case, that there was sufficient evidence to sustain the finding made by the trial court that the mortgagee took the actual possession of the mortgaged property under the mortgage. Dolan v. Van Demark, S. C. Kans., May 7, 1886, Pac. Rep. Vol. 10, 849. 4. CORPORATIONS-Agent-Railroad Division Superintendent Employing Physician to Attend to Parties Injured by Derailment of Train-Where a railway passenger train is derailed and some of the passengers are injured by inevitable accident, no obligation rests upon the company to furnish med

5.

ical care and attention to the injured passengers; and the company cannot be made liable for such care and attention by the contract of the division superintendent, unless authority has been given him to commit it to such liability; and where a division superintendent employs a physician to attend upon passengers so injured, and the company denies his authority, and contests its liability under the employment, it is error for the court to instruct the jury that the division superintendent will be presumed to have such authority until the contrary appears. Union, etc. R. R. Co. v. Beatty, S. C. Kans. May 7, 1886, Pac. Rep. Vol. 10, 845. Municipal Corporation-Liability of upon Quantum Valeat, for Water Furnished-Custom-Damages-Evidence — The city council of Montgomery, the defendant in this case, having power under the city charter to contract with plaintiff for a supply of water to be used for sanitary purposes in flushing and cleansing sewers and for the extinguishment of fires, an action lies to recover the agreed price of the water supplied and used in any one year, without regard to the power of the city council to enter into a valid contract for water for a term of twenty or more years. In such action, the defendant cannot set off or recoup damages sustained by private persons, citizens and property owners, on account of property destroyed by fire by reason of the insufficiency of the water supplied by the plaintiff to extinguish fires; nor is the question properly raised by the pleadings, whether the defendant is entitled to recoup for the defective quality of the water. Evidence of an alleged custom in other cities having water-works, to use for sanitary purposes, flushing sewers, etc., water drawn through fire-plugs was properly excluded, in the absence of evidence as to the terms of the contracts under which the water was supplied and used in those cities. City of Montgomery v. Montgomery Water, etc. Co., S. C. Ala., December Term, 1885.

6. CRIMINAL LAW-Order Granting Change of Venue Improvidently Made may be set Aside-Proper Instructions-Intent of Defendant as ElementDeclarations Accompanying Defendant's Acts are part of Res Gesta-Limit of Res Gestæ in Larceny-Declarations of Third Party as part of Res Gesta-Proper Indictment for Statutory. Offence. Where an order transferring a criminal case has been improvidently made, it is not error to set the same aside, as it is a nullity; and after that has been done, it is proper to act upon a defendant's application for a change of venue, and award that change to another county in the same circuit. In a criminal case it is error to exclude any legitimate evidence having any tendency to exonerate defendant from the charges made against him, or any evidence having any bearing on the subject of guilt which obviously includes circumstances throwing light on the transaction. Evidence examined and held that testimony tending to show that defendant had no larcenous design, was erroneously excluded. Declarations accompanying a defendant's acts constitute part of the res gesto, as giving quality to the act and clothing the mere nude act with the garb of legal intelligibility. 1 Greenl. Ev. § 108, and cases cited. The res gestæ in larceny is not restricted to that limited period of time when the fingers reach out and grasp the article in question, but the quo animo, and all actions and words whereby that is demonstrated, are admissible. Gaber v. State, 4 Coldw. 161 and

cases: Whart. Crim. Ev., §§ 262, 691; State v. Graham, 46 Mo. 490. Declarations of a third party being the natural and inartificial concomitants of an act done by defendant, and which are explanatory of such act, and such act is part of the res gestæ, are admissible. 40 N. J. L, 495; 9 Rep. 237; Starkie, Ev. Vol. 1, p. 65. Where the evidence tends to show circumstances of defendant's guilt, an instruction in the nature of a demurrer to the evidence, asked by defendants, is properly refused. Where an indictment is based upon a statute creating an offence unknown to the common law, it must set forth all the constituent facts and circumstances necessary to bring the accused perfectly within the statutory provisions. 65 Mo. 653; 68 Mo. 101; Const. of Mo. Art. 2, § 22; 5 De

nio, 76; 1 Arch. Crim. Prac. Vol. 1, p. 68, note 1; 3 Coldw. 125; Bishop Stat. Crimes, 418, 421, 422. An instruction is improper which, based on § 1315, Rev. Stat. Mo. 1879, authorized a conviction for grand larceny, if the property was lost, or defendant converted the same to his own use with felonious intent, and this is true notwithstanding that the evidence would have sustained a conviction under said section. Where a defendant is tried for and convicted of an offence not set forth in the indictment, the judgment will be reversed. State v. Gabriel, S. C. Mo. May 17, 1886.

7. DAMAGES-Measure of-Failure of Title-Fraud. -In ordinary cases, the measure of damages which the purchaser is entitled to recover, for the breach of a covenant of seizin or warranty of title to land, is the purchase money, with interest and costs of suit; but this rule does not apply to the sale of chattels, nor to cases of fraud, nor to a breach of covenant by a lessor to put the lessee in possession. Where there is an entire failure of title to a fractional part of the entire tract sold, the measure of recovery is proportioned to the value of that part as compared with the value of the entire tract. Where there is no failure of title to any part, but an incumbrance on a portion arising from a prior conveyance of the right to enter and cut all the "saw timber,"the measure of damages is the diminished value of the entire tract, not to exceed the entire purchase-money paid, with interest. The value of the trees cut under this license would be competent evidence, as relevant to the inquiry as to its value, "because this would largely govern the extent of the diminution in the value of the land; but the value of the trees cut would not necessarily be the same as the diminished value of the land." Clark v. Zeigler, S. C. Ala. Dec. Term, 1885.

8. EASEMENT-Ancient Light-After-Acquired Adjacent Property-Prescription-Where the owners of private property leave it open and uninclosed, or use it for a private way or alley, and the adjacent owners build a house, with doors and windows open upon it, and enjoy the benefit of the light and ventilation which it affords so long as the owners choose to leave it open, this confers no right upon them to have it kept open. The doctrine of ancient lights, as it prevailed in England, is not adapted to the condition of affairs in this country, and is not enforced in this State. Guest v. Reynolds, 68 Ill. The fact that a party to a contract for a private way, located on the border of his land, afterwards acquired other property beyond such border, and adjacent to such private way, will not change or extend the rights of the parties fixed by the contract, so as to extend the benefits of such private

way to such after-acquired property. In order that persons using a way originally established as a private way shall acquire a prescriptive right to use such way, their use of such way must be open, adverse, continuous, and under claim of right, and such as to exclude the idea that their use has been permissive. Held, that the uses, by the plaintiffs in error and their predecessors, of the private way called in question here, were permissive and occasional, and not at all such as to support the claim of an adverse prescriptive right. The court incidentally adopt the statement that every species of prescription by which property is acquired or lost, is founded upon the presumption that he who has quiet and uninterupted possession for a long series of years is supposed to have a just right, without which he could not have been suffered to continue in the enjoyment of it. Dexter v. Tree, S. C. Ill. March 27, 1886. N. E. Rep. Vol. 6. 506.

9. EQUITY-Specific Performance-Defect in Title.— Plaintiff contracted to purchase certain premises of defendant, knowing that she held it under her husband's will, subject to his outstanding debts; and her counsel on that account refused to give a warranty deed, giving only a deed of bargain and sale. Subsequently a further stipulation was entered into, that plaintiff might reject the deed, and if he did so, and defendant sued him for the purchase money, and succeeded, that interest would be waived until the suit was decided, etc. Held, that plaintiff's refusal to accept deed tendered,put him in default, and that, as defendant had not seen fit to bring suit, plaintiff could not maintain this action for specific performance, or ask compensation for defect in title. Emrich v. White, N. Y. Ct. of Appeals, N. Y., April 13, 1886. N. E. Rep. Vol. 6, 575.

10.

--. Cloud on Title-Jurisdiction-Remedy at Law-Action to Remove Cloud on Title.-Where a debt originally due to the United States by virtue of an assessment of an internal revenue tax has been merged in the tax sale and purchase in pursuance thereof by the United States, the United States holds the legal title to the land, and has a full, complete, and adequate remedy at law in the action of ejectment against the original owners in possession, or against any grantee in possession who became such, subsequent to the assessment of the tax. Where the local statute gives the remedy by a bill in equity to remove a cloud upon a legal title, without requiring the complainant to obtain prior possession, it may be administered in appropriate cases by the courts of the United States, but there is no statute in Tennessee giving an equitable remedy in such cases. United States v. Wilson, S. C. U. S. April 26, 1886. S. C. Rep. Vol. 6, 991. 11. INJUNCTION― Judgment—Jurisdiction-Appeal -Judgment for Costs.-An error in a judgment pronounced by a court having jurisdiction in the matter must be rectified by an appeal, and not by an injunction. Judgment for costs was rendered on the motion of the attorney for one of the parties, with the consent of, or without objection from the opposing attorney, who was alleged to have no authority to represent the adverse party. Held, upon appeal from a decree enjoining execution on the judgment, that, the court having power to deal with the costs independently of the attorney's consent, the remedy of the party aggrieved was by appeal, and that the decree should be reversed, and

the bill dismissed. Nicklin v. Hobin, S. C. Oregen, May 3, 1886. Pac. Rep. Vol. 10, 835.

12. EXECUTION-Exemption-Pleading — Objection to, when Made-Partnership-Drawing out Funds -Parties to Action-Husband and Wife-Wife's Rights.-One pleading an exemption under a statute should clearly set forth the facts showing the property to be exempt. An objection to the sufficiency of a declaration in a pleading should be made before proof of the matter objected to, is offered. Each member of a firm against which an execution is levied may claim the statutory exemption from execution, and this right is not affected by the fact that a partner making such claim has drawn out more than his share. It is not necessary that all the partners should join in an action by one of them claiming an exemption out of firm assets. It does not disqualify a married woman, who is s member of a firm, from claiming a statutory exemption in firm property, to reside in a different place from that in which the business is transacted, and be mainly engaged in household duties. McCoy v. Brennan, S. C. Mich. May 6, 1886, N. W. Rep. Vol. 28, 129.

13. FRAUD.-Statute of Frauds.-A writing relative to the sale of land, although purporting to be the undertaking of the purchaser only, yet if signed by the vendor also, is sufficient to satisfy the statute of frauds. The appeal in this case is from the judgment of the lower court sustaining a general demurrer to the petition in which the vendor Winn seeks to enforce the following contract in writing:

14.

"I have, this March 5, 1883, purchased from Wm. Winn, Silver Lake place, near Washington, Ky., containing fifty-two (52) acres more or less, with his parlor furniture including cooking stove, for twelve thousand five hundred (12,500) dollars; onethird (') cash to be paid when possession is given in a few weeks, one-third of the remainder in one year from date, one-third in two years and the remaining one-third in three years, the deferred payments to carry interest from date until paid at the rate of six per cent. per annum.

ANN F. HENRY, WM. WINN."

Winn v. Henry, Ky. Ct. of App., April 8, 1886, Ky. Law Rep., Vol. 2, 693.

Fraud on Creditors.-While, generally, a fraudulent vendee cannot, as against the creditors of the fraudulent vendor, sell, assign, or transfer the property to a third person who has notice of the fraud, nor transfer or assign the same to even a person who has no such notice, where such transfer or assignment is merely to pay a pre-existing debt of the fraudulent vendee, yet such fraudulent vendee may make a valid sale of the property to a bona fide purchaser without notice of the fraud; or may, with the consent of the fraudulent vendor, and probably without his consent, make a valid transfer or assignment of such property to a creditor of the fraudulent vendor, either in payment or partial payment of a bona fide debt of the fraudulent vendor, or as a security for such debt, and whether such creditor has notice or not of the prior fraudulent sale. Dolan v. Van Demark, S. C. Kans', May 7, 1886, Pac. Rep., Vol. 10, 850.

15. HUSBAND AND WIFE.-Wife's Separate Estate -Liability for Husband's Debts.-Where a wife, who is also a legatee, obtains real estate as devisee under her mother's will, and purchases the inter

16.

17.

ests of her co-devisees with money borrowed from a building association upon mortgage of the whole property, such real estate becomes her separate estate. Her separate estate will be considered to constitute the main credit upon which the property was bought, and, as such, none of it is liable to be seized on execution for her husband's debts. Simpson v. Kennedy, S. C. Pa., April 5, 1886, Atl. Rep., Vol. 3, 791.

Divorce-Res Adjudicata — Decision in Separate Maintenence Suit. A decision against the wife upon her bill for separate maintenance under the act of 1877 (1 Starr & C. St. c. 68, par. 22), is not res adjudicata upon a subsequent bill for divorce by the husband on the ground of desertion. The fact that the wife was living apart from her husband at the time her bill was filed is immaterial. In order to bring the case within the application of the rule of res adjudicata, it is not sufficient that the question arising in the subsequent litigation is identical with the one previously decided in some respects only. It must be so in all respects. The proposition that the wife lived separate and apart from her husband, without her fault, which was decided against her on her bill, is not identical with the proposition that she willfully deserted and absented herself from him, without any reasonable cause, which is the proposition presented by his bill. It is, therefore, error to exclude all evidence on her part tending to disprove the charge of the bill. Umlauf v. Umlauf, S. C. Ill., March 27, 1886, N. E. Rep., Vol. 6, p. 455.

Loans Between

No Remedy at Law or in Equity-Note of Husband to Wife Void -Loan by Wife of Separate Property-Contracts -Validity-Unauthorized Contracts-Remedy.— Where money is lent by a wife to her husband, or conversely, there is no remedy, either at law or in equity, against him, or against his estate. Where a note of hand was made by a husband to a wife in consideration of a loan of money by her, from her own separate property, to him, on his promise to repay the same, the note is void, and cannot be enforced against the estate of the husband. Where contracts are themselves not authorized, validity cannot be imparted to them by affording a remedy for the breach of them through the medium of a court of equity. Woodward v. Spurr, S. Jud. Ct. Mass., February 27, 1886, N. E. Rep., Vol. 6, 521. 18. INNKEEPER-Apartment Hotels-Owner not an Innholder. The owner of an apartment hotel is not an innholder, and is not liable to a tenant occupying a suite of rooms in the hotel, for the loss of personal property stored in a general trunkroom in the hotel by the tenant, where the owner of the hotel is not guilty of gross negligence, and where there was no agreement between the parties as to any compensation for the storage-none demanded and none paid. Davis v. Gay, S. Jud. Ct. Mass., May 7, 1886, N. E. Rep., Vol. 6, 549. 19. INSURANCE.-Re-Insurance.-A. was insured in the Standard Fire Office of London, and that company, desiring to withdraw from business in the United States, sold and turned over to the Phoenix Insurance Company its entire business, and the good-will of that business in the United States, together with a large amount of bonds and other property; in consideration of which the Phoenix Company "re-insured all the risks," of the Standard Company upon property situated in the United States, and agreed that all losses arising under the