is necessary to make the policy effective." Nor are we required to follow their construction."

3. In support of his contention that Texas law applies petitioner suggests that the insurer, acting through the employer as its agent in that State, solicited and procured him to take insurance under the policy. There is no evidence that the insurer expressly authorized the oil corporation or any of its subsidiaries to act for it in consummating insurance under the policy. Petitioner's election and the employer's application for the policy were made before the Texas Board authorized the insurer to do business in that State. By uncontradicted evidence it is shown that the insurer did not qualify to solicit or write insurance or accept any application originating there. Employers regard group insurance not only as protection at low cost for their employees but also as advantageous to themselves in that it makes for loyalty, lessens turn-over and the like. When procuring the policy, obtaining applications of employees, taking payroll deduction orders, reporting changes in the insured group, paying premiums and generally in doing whatever may serve to obtain and keep the insurance in force, employers act not as agents of the insurer but

Connecticut General Life Ins. Co. v. Moore, 75 S. W. (2d) 329. Connecticut General Life Ins. Co. v. Dent, 84 S. W. (2d) 250. Connecticut General Life Ins. Co. v. Lockwood, 84 S. W. (2d) 245. Metropolitan Life Ins. Co. v. Worton, 70 S. W. (2d) 216. Metropolitan Life Ins. Co. v. Wann, 81 S. W. (2d) 298.

Carpenter v. Providence Washington Insurance Co., 16 Pet. 495, 511-512. Washburn & Moen Mfg. Co. v. Reliance Ins. Co., 179 U. S. 1, 15. Aetna Life Ins. Co. v. Moore, 231 U. S. 543, 559. See Swift v. Tyson, 16 Pet. 1, 19. B. & W. Taxi Co. v. B. & Y. Taxi Co., 276 U. S. 518, 530, and cases cited.

'Nohl v. Board of Education, 27 N. M. 232, 234 et seq.; 199 Pac. 373. State ex rel. Thompson v. Memphis, 147 Tenn. 658, 663 et seq.; 251 S. W. 46. Aetna Life Ins. Co. v. Lembright, 32 Ohio App. 10, 14; 166 N. E. 586. Encyclopaedia of Social Sciences, Vol. 7, Group Insurance, pp. 182, 185.

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for their employees or for themselves. And wholly in accord with that view are the acts done in Texas that are claimed by petitioner to be attributable to the refining company or its agents. They are: The termination. of the earlier policies; acceptance of petitioner's release of claims under them and his application under the new policy by the giving of payroll deduction orders; delivery of the certificate to petitioner; the forwarding to the oil corporation of the amounts deducted from his pay on account of premiums. None of these was done for or on behalf of the insurer. The undisputed circumstantial facts require the conclusion that the employer acted not as agent of the insurer but for and on behalf of petitioner and other insured employees and in its own interest."

4. Petitioner cites Arts. 5054 and 5056, Revised Civil Statutes, as opposed to the lower court's ruling: "If employes in Texas desire to join in an insurance plan about to be set up or already in operation in Pennsylvania, and either in person or through their employer take steps in Pennsylvania to do so, the laws of Texas do not control it." Article 5054 applies only to contracts of insurance made by an insurance company doing business in Texas.10 The respondent did no business in that State." Article 5056 merely declares that one who in Texas does specified things in respect of insurance shall be held to be the agent of the insurance company for which the act is done or the risk taken "as far as relates

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Duval v. Metropolitan Life Ins. Co., 82 N. H. 543, 548; 136 Atl. 400. People ex rel. Kirkman v. Van Amringe, 266 N. Y. 277, 282; 194 N. E. 754. Connecticut General Life Ins. Co. v. Speer, 185 Ark. 615, 617; 48 S. W. (2d) 553. Leach v. Metropolitan Life Ins. Co., 124 Kan. 584, 589; 261 Pac. 603. Equitable Life Assurance Society v. Hall, 253 Ky. 450, 452-453; 69 S. W. (2d) 977. Dewease v. Travelers Insurance Co., 208 N. C. 732, 734; 182 S. E. 447. 'See Note 8.

10 Art. 5054 (then Art. 4950, Rev. Civ. Stat. 1911) is quoted in Aetna Life Ins. Co. v. Dunken, 266 U. S. 389, 390-391.

"Cf. Minnesota Association v. Benn, 261 U. S. 140, 145.

to all the liabilities, duties, requirements and penalties set forth in this chapter." Clearly there is nothing in that article as expounded by the Supreme Court of Texas (Insurance Co. v. Walker, 94 Tex. 473; 61 S. W. 711) that has any bearing on the question under consideration. The challenged ruling is sound and well supported by our decisions.12

5. The conclusion that Pennsylvania law governs the policy provision requiring notice of claim is supported not only by the making and delivery of the contract of insurance in that State, the declaration in the policy that Pennsylvania law shall govern and petitioner's acceptance of the insurance according to the terms of the policy but also by the purpose of the parties to the contract that everywhere it shall have the same meaning and give the same protection and that inequalities and confusion liable to result from applications of diverse state laws shall be avoided.13

Affirmed.

OPPENHEIMER v. HARRIMAN NATIONAL BANK & TRUST CO. ET AL.*

CERTIORARI TO THE CIRCUIT COURT OF APPEALS FOR THE SECOND CIRCUIT.

No. 588. Argued March 11, 12, 1937.-Decided April 26, 1937. 1. A fraudulent sale of its own stock by a national bank may be rescinded by the defrauded purchaser. U. S. C., Title 12, §§ 24 (Seventh), 56, 59, and 83, do not prevent. P. 211.

2. Where, through misrepresentation by its officers, a national bank makes a fraudulent sale of its own stock belonging to an undis

"Allgeyer v. Louisiana, 165 U. S. 578, 588. Minnesota Association v. Benn, 261 U. S. 140, 145. Aetna Life Ins. Co. v. Dunken, 266 U. S. 389, 399. Hartford Indemnity Co. v. Delta Co., 292 U. S. 143, 149.

13

See Note 11. Cf. Royal Arcanum v. Green, 237 U. S. 531, 542. Modern Woodmen v. Mixer, 267 U. S. 544, 551.

*Together with No. 670, Harriman National Bank & Trust Co. v. Oppenheimer, also on certiorari to the Circuit Court of Appeals for the Second Circuit.

closed principal, it is liable to the purchaser just as though it had acted for itself. P. 212.

3. The liability of a national bank to a purchaser who was defrauded in a fraudulent sale by the bank of its own stock, is covered by the phrase "contracts, debts and engagements" for which stockholders are individually responsible (U. S. C., Title 12, § 64), and the proceeds of assessments against stockholders, as assets of the receivership, may be charged with such liability. P. 212.

4. A claim against a national bank by a stockholder who rescinded, on account of fraud, a sale to him by the bank of its own stockthe stockholder having paid the comptroller's assessment levied on him after the bank's insolvency-held entitled to rank on a parity with the claims of other unsecured creditors in the receivership estate. P. 213.

85 F. (2d) 582, reversed.

WRITS of certiorari, 300 U. S. 647, to review a judgment reversing a judgment of the District Court in a suit against the bank to recover the purchase price of shares of the bank's stock, the sale of which to the plaintiff was alleged to have been induced by fraud.

Mr. Edward S. Greenbaum, with whom Messrs. Theodore S. Jaffin and Benjamin Kaplan were on the brief, for Oppenheimer.

Mr. Martin Conboy, with whom Messrs. George P. Barse and John F. Anderson were on the brief, for The Harriman National Bank & Trust Co.

MR. JUSTICE BUTLER delivered the opinion of the Court.

For some years prior to the occurrences out of which this litigation arose the defendant bank was doing business in New York City. Being unable to meet current demands, it closed March 3, 1933. March 13 a conservator was appointed; October 16 the comptroller declared

Opinion of the Court.

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301 U.S.

it insolvent and appointed a receiver. Later, he assessed the stockholders par value of their stock. May 31, Oppenheimer brought this action in the federal court for the southern district of New York to recover damages upon an executed rescission of a sale to him of stock of the bank by means of fraudulent representations made by its president and vice president. At the close of the evidence, the parties respectively sought a directed verdict, and, no request for submission of any issue to the jury having been made, the court found the bank not enriched by the sale, and the president and vice president without actual or apparent authority to make representations in connection with the sale, and directed a verdict and entered judgment for the bank. The Circuit Court of Appeals reversed and ordered that judgment for the amount demanded in the complaint be entered against the bank collectible out of assets of the receivership after payment in full of all who were creditors when the bank became insolvent. 85 F. (2d) 582.

Plaintiff applied for a writ of certiorari, contending that the Circuit Court of Appeals erred in holding that his judgment is not entitled to rank with other unsecured creditors' claims and that its ruling conflicts with decisions of other Circuit Courts of Appeals." Defendant presented its cross-petition asserting that the court erred in

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12 U. S. C., § 191.

12 U. S. C., §§ 63, 64; see also § 192.

Beuttell v. Magone, 157 U. S. 154, 157. Empire State Cattle Co. v. Atchison, T. & S. F. Ry. Co., 210 U. S. 1, 8. Sena v. American Turquoise Co., 220 U. S. 497, 498. American National Bank v. Miller, 229 U. S. 517, 520. Williams v. Vreeland, 250 U. S. 295, 298.

Salter v. Williams, (C. C. A. 3rd) 244 Fed. 126, 129. Florida Land & Imp. Co. v. Merrill, (C. C. A. 5th), 52 Fed. 77, 80; Merrill v. Florida Land & Imp. Co., 60 Fed. 17. Williams v. Green, (C. C. A. 4th) 23 F. (2d) 796, 797. Clark v. Boston-Continental Nat. Bank, (C. C. A. 1st) 84 F. (2d) 605, 607. And see Lantry v. Wallace, 182 U. S. 536, 555.