per without dissent (Bordes v. Hallet, 1 Caines [N. Y.] 444). Where nothing was clearly proved as to the extent of the authority of Boston agents of British companies except that they were empowered to issue the policies, receive the premiums, and represent the underwriters in legal proceedings in Massachusetts, it could not be presumed that they had authority to adjust a loss occurring on the British coast under a policy issued by them (Monroe v. British & Foreign Marine Ins. Co., 52 Fed. 777, 3 C. C. A. 280, 5 U. S. App. 179). But where a valued English policy contained a provision that "general average, salvage and special charges as per foreign custom payable according to foreign statements or rules of port of discharge * * at the option of assured," it was held that statements of the adjusters at New York, the port of discharge, fixing the amount of the loss, and distributing the same to the several policies in accordance with the law of the port, which required the insurer to pay in the ratio of the loss to the stipulated or policy value of the vessel, instead of in the ratio of the loss to the actual value as by the English law, were conclusive on the insurer. The company admitted that questions as to the amount of loss and general average, salvage, etc., were properly determined by the New York adjusters, but claimed that there was nothing in the policy giving the adjuster authority to determine whether the actual or the stipulated value of the vessel should govern in fixing the amount payable on account of the loss as determined by them. The court pointed out, however, that the loss was "payable according to foreign statements," or "per rules of port of discharge," and that under either clause the stipulated value would govern. (Monroe v. British & Foreign Marine Ins. Co., 52 Fed. 777, 3 C. C. A. 280, 5 U. S. App. 179.) (h) Co-operative insurance. 3 Where it was provided in the charter of a co-operative fire insurance company that in case of a loss the directors should appoint a committee of members of the company to ascertain the amount of loss, and that, if the parties failed to agree on the amount so ascertained, the claimant might appeal to the county judge, who should appoint three disinterested persons to make a final award, it was held that the action of the adjusting committee was not a condition precedent to right of action. The directors might act 3 As to adjustment of general average, see Cent. Dig. vol. 44, "Shipping," cols 778-789, §§ 625-636. without the committee, or might appoint the committee if they chose, but the fact that they did neither would not affect the insured's rights any more than the failure of an ordinary company to adjust a loss would defeat the insured (Hughes v. Vinland Fire Ins. Co., 43 Wis. 323). And where the directors of a mutual fire association have met and agreed on the loss, substantially as provided in the contract, a stockholder cannot object on the ground of any technical irregularity in relation thereto (Newman v. Blessing, 4 N. Y. Supp. 269, 51 Hun, 642). In Miller v. Consolidated Patrons' & Farmers' Ins. Co., 113 Iowa, 211, 84 N. W. 1049, it appeared that the directors of a mutual company, after futile efforts had been made to settle a loss, passed a motion that the settlement be left to one of the directors. The court held that such director had power to bind the company by an agreement as to the amount of loss sustained, though the charter declared that the adjuster should be guided by such regulations as the company and its directors might establish, and though the report was made on a blank furnished by the company, which merely recommended payment of a certain amount agreed to by the insured. And in Mercer County Mut. Fire Ins. Co. v. Stranahan, 104 Pa. 246, provisions in the charter and by-laws to the effect that the company's affairs should be managed by a board of directors, who should have the power to appoint other officers necessary for the transaction of its business, that in the adjustment of all losses exceeding $100 the president might call to his assistance one or more directors, as he should think necessary, and that the president should have the general supervision over the affairs of the company, were held to justify the directors in delegating their authority to adjust the loss to the adjusting committee, and to authorize the president alone, or with concurrence of any director, to make a settlement as to any loss exceeding $100. (i) Credit insurance. In a credit insurance case it has been held that, where the company adjusts a loss with the policy holder, and promises to pay the amount agreed on, such adjustment becomes a new and independent contract, and that the period fixed by the terms of the policy for bringing an action thereon does not apply to an action brought on the settlement (McCallum v. National Credit Ins. Co., 84 Minn. 134, 86 N. W. 892). (j) Employers' liability insurance. Similar principles were applied to a policy of employer's liability insurance in Frankfort, Marine, Accident & Plate Glass Ins. Co. v. Witty, 208 Pa. 569, 57 Atl. 990. In that case, a verdict of $9,000 having been recovered by the employé against the insured, it was agreed between the insurer and the insured, whose policy was for $5,000, that an appeal should be taken by the insurer, and any sum they might on appeal or by compromise be eventually obliged to pay the employé should be met by the insured paying four-ninths and the insurer fiveninths. This contract the court held binding on the insured, though subsequently a compromise was affected with the employé for a much smaller sum than $9,000. Consideration for the contract was found in a contingent liability for more than the policy, assumed by the company, and in its agreeing to continue the litigation when it might have paid its policy and stepped out. Nor could the insured be relieved from the contract on the grounds of misrepresentations by the agent of the company, such alleged misrepresentations being in fact but expressions of opinion on the legal aspect of the litigation by one making no pretensions as to legal knowledge and not representing the company as counsel. (k) Reinsurance. A policy of reinsurance providing that it was to be subject to the same conditions and mode of settlement as might be adopted or assumed by the reinsured company was held in Consolidated Real Estate & Fire Ins. Co. v. Cashow, 41 Md. 59, to fasten the responsibility of the reinsurer to the settlement and adjustment made by the original insurers with the original insured. Therefore, it made no difference that the settlement took the shape of judgment by confession, or that the judgment was rendered without notice to the reinsuring company of the proceedings. 2. NECESSITY OF ARBITRATION OR APPRAISAL. (a) Validity of arbitration clause-General rules. (b) Same Variation and exceptions to the rule. (c) Same Mutual societies. (d) Same Statutory provisions. (e) Compliance with agreement to submit to arbitration as essential or collateral-General rules. (f) Same-No action "until after full compliance." (g) Same "Loss not payable" until after appraisement. (h) Same-Effect of standard policies. (i) Same Co-operative societies. (j) Compliance with submission as essential or collateral. (k) Necessity of disagreement. (1) Necessity of demand-"At written request of either party." (n) Same-Miscellaneous provisions. (0) Same-Sufficiency of demand. (p) Same Time of making demand. (q) Property totally destroyed. (r) Acts of insured violating condition. (s) Rights of parties after failure of arbitration. (a) Validity of arbitration clause-General rules. It is a common provision in fire insurance policies that in case the parties to the contract are unable to agree as to the amount of loss or damage it shall be determined by arbitration or appraisal, and that no action shall be commenced on the policy until an award has been had. It is provided by the standard policies in force in New York, Connecticut, satisfactory proof of the loss herein required have been received by this company, including an award by appraisers when appraisal has been required," and "no suit or action on this policy for the recovery of any claim shall be sustainable in any court of law or equity until after full compliance by the insured with all the foregoing requirements." In the Michigan policy the provisions are the same, except that the award is made only "prima facie evidence of the amount of such loss." The provisions of the Massachusetts and the Maine policies are that the company shall either pay the amount of the loss, "which amount, if not agreed upon, shall be ascertained by award of referees as hereinafter provided," that in case of "a failure of the parties to agree as to the amount of loss it is mutually agreed that the amount of such loss shall be referred to three disinterested men, the company and the insured each choosing one of three persons to be named by the other, and the third being selected by the two so chosen; the award in writing by a majority of the referees shall be conclusive and final on the parties as to the amount of loss and damage, and such reference, unless waived by the parties, shall be a condition precedent to any right of action in law or equity to recover for such loss." The Minnesota form is similar, except that an exception is made as to buildings totally destroyed. In the Wisconsin policy it is provided that if the insured and the company differ an ascertainment or estimate shall be made "by appraisers as hereinafter provided, and, the amount of loss or damage having been thus determined, the sum for which this company is liable pursuant to this policy shall be payable 60 days after due notice and proof of the loss have been received by this company in accordance with the terms of this policy." Such policy also provides that, "in the event of disagreement in the amount of loss, the same shall, as above provided, be ascertained by two competent and disinterested appraisers," etc. It is further provided that unless within 30 days after proofs one or the other party "shall have notified the other in writing that such party demands an appraisement, such right of an appraisal shall be waived, and the award in writing of any two shall determine the amount of said loss." It is elsewhere provided that "the loss shall become payable 60 days after notice and proof of the loss herein required have been received by this company." (In New Hampshire it is merely provided that "in case difference of opinion shall arise as to the amount of any loss under this policy other than buildings totally destroyed, unless the company and the insured shall within 15 days after notice of the loss mutually agree on referees to adjust the same, either party may, upon giving written notice to the other, apply to a justice of the supreme court, who shall appoint three referees, and their award |