physical condition of plaintiff arouses, the case must nevertheless be determined according to applicable rules of law.

It is a novel idea that a statute, plainly intended to affect procedure only, may be used to change a settled rule of the law of contracts, to confer upon a person a legal right and interest in subject-matter where there was none before the statute was enacted. The idea is not advanced by counsel in the briefs. As mere matter of interpretation, the statute, section 10, chap. 12, Act No. 314, Pub. Acts 1915 (3 Comp. Laws 1915, § 12361), negatives the idea. The words,

"All persons having an interest in the subject of the action and in obtaining the relief demanded," -do not refer to persons having no legal interest in the subject-matter of the action, nor legal interest in obtaining relief. Can any one suppose that the legislature intended by this statute to enact that hereafter, in equity courts, contracts (not creating trusts) made by two persons for the benefit of a third, not a party thereto, and from whom no consideration moved, may now enforce those contracts? The reason why a contract of two persons made for the benefit of a third person cannot be enforced by the third person is not that the third person could not become a party to an action to enforce it, but because the third party is not entitled by the contract itself to demand performance of any duty under it. See Knights of Modern Maccabees v. Sharp, 163 Mich. 449 (33 L. R. A. [N. S.] 780); Signs v. Bush's Estate, 199 Mich. 192; Edwards v. Thoman, 187 Mich. 361.

I am impressed that plaintiff is without remedy and that her bill should be dismissed.

STONE, J., concurred with OSTRANDER, J.

HALLETT v. TAYLOR.

1. INSURANCE-BENEFICIAL ASSOCIATIONS-CHANGING BENEFICIARY -VESTED INTEREST-CONTRACT RIGHTS.

While the general rule is that assured in a mutual benefit policy may change the beneficiary at pleasure, yet a beneficiary may acquire, by agreement with the assured, and by performance of the agreement, a vested interest in the policy or its proceeds, precluding assured from changing the beneficiary.1

2. SAME EXPRESS CONTRACT-EVIDENCE-SUFFICIENCY. Evidence held, insufficient to establish an express contract precluding assured from changing the beneficiary from plaintiff, her sister, to defendant, her husband.

3. SAME-CHANGING BENEFICIARY-DURESS.

Evidence held, insufficient to sustain the charge that the change was made under duress.

4. SAME PROMISE TO PAY PREMIUMS-VESTED INTEREST-CONTRACT RIGHTS.

A promise to pay the premiums is insufficient to create in the beneficiary a vested interest in the proceeds of the policy precluding the assured from changing the beneficiary.

5. SAME

CONSIDERATION-MEMBERSHIP IN LOCAL Lodge.

The contention that a consideration moved to the assured by the continuance of her membership, entitling her to the social privileges of the local lodge by reason of the payment of dues and premiums by plaintiff, cannot be sustained, since this consideration would be present in every case where a beneficiary paid the dues and premiums.

Appeal from Kent; Perkins, J. Submitted January 21, 1919. (Docket No. 77.) Decided May 29, 1919.

Bill by Anna Hallett against L. D. Taylor to establish her claim to the proceeds of a policy of insurance. From a decree for plaintiff, defendant appeals. Reversed.

'See notes in 12 L. R. A. (N. S.) 1207; 33 L. R. A. (N. S.) 773.

Irving H. Smith (C. C. Coburn, of counsel), for plaintiff.

Smedley & Linsey, for defendant.

OSTRANDER, J. Ella Taylor, who was sister of the plaintiff and wife of the defendant, was insured by the Equitable Fraternal Union, the certificate naming the defendant, her husband, as beneficiary, the certificate being dated October 10, 1906. That certificate was surrendered and canceled and a new certificate insuring the life of the said Ella Taylor was issued by the said Equitable Fraternal Union, in which the plaintiff was named as beneficiary; this in February, 1908. Still later, upon the application of Mrs. Taylor, and in August, 1915, the beneficiary was again changed to the defendant, husband of the insured. The assured died in April, 1917. The plaintiff filed her bill in this cause, making the beneficiary, Taylor, and the insurer parties defendant, claiming the proceeds of the certifi cate. The insurer paid the money into court, and is not concerned with the result of the litigation.

The learned trial judge filed an opinion, the pertinent portions of which are here set out:

"The disputed and controlling question in this case is as to what took place between the assured and the plaintiff before the plaintiff was formally made beneficiary in this policy and the reasons that led the assured to make such change.

"The plaintiff claims, and there is competent testimony to support such claim, that in a conversation with her sister, at which the defendant Taylor was present, it was stated by the deceased, in substance, that her husband, the defendant and beneficiary, would no longer keep up the payments on this policy; that she was anxious to have the payments kept up so that she could receive the social advantages the maintenance of the policy would give her. That if the plaintiff would agree to make the payments and keep them up she would have her named as sole beneficiary and

would not thereafter change the policy in this respect. Plaintiff claims that later she agreed to this proposition; that pursuant to such agreement the policy was changed and she was named as beneficiary; that she thereafter paid in advance the premiums and assessments until the beneficiary was later changed without her consent and the company would no longer accept payments from her.

"The defendant denies this agreement and claims that no such conversation took place as claimed by plaintiff. He claims that the payments made by the plaintiff on this policy were voluntarily made and that the right of the assured to change the beneficiary at any time she chose was never limited or abrogated by any agreement on her part made with the plaintiff.

"The change of the beneficiary from the defendant, Taylor, to the plaintiff, in 1908, while the assured was still in good health; the friendly relations existing between the assured and her sister, the plaintiff, until shortly before the change of the beneficiary to the defendant, Taylor, in 1915; the prompt payment of the premiums and assessments by the plaintiff during all these years; the fatal disease which later attacked assured, making certain her early death; the change of the beneficiary to the defendant while assured was in feeble health, and the refusal of the plaintiff to deliver up the policy which had been delivered to her on request, all convince me that the plaintiff's claims are true that she made these payments with the express understanding and agreement with the assured that she should be made the sole beneficiary. She has complied with her part of this agreement and has thereby acquired a vested interest in this policy."

In accordance with the conclusion announced, a decree was entered.

Counsel do not disagree about the general rule that in such cases the insured may change the beneficiary at pleasure. They agree that a beneficiary may acquire, by agreement with the insured, and by performance of the agreement, a vested interest in the policy or certificate or the proceeds of it, precluding the in

205-Mich.-42.

sured from making a change in the beneficiary. It is the contention of the plaintiff that she acquired, by agreement with the insured and by performance of the agreement on her part, a vested interest in the proceeds of this certificate. What is presented, then, is, first, a question of fact. What evidence is there to support the conclusion that there was an express contract founded upon a valuable consideration (moving to the assured) between the assured and the plaintiff? Schiller-Bund v. Knack, 184 Mich. 95, 105. Going first to the bill of complaint, we find it charged therein that the husband of the assured having declined to any longer pay the cost of maintaining the insurance, the assured

"persuaded your oratrix to take upon herself the responsibility of paying all bills, premiums and special assessments in the future to become due upon the life insurance policy heretofore named, upon the life of said Ella Taylor, and that said Ella Taylor said to your oratrix that her husband, L. D. Taylor, refused to pay the special dues and premiums on said policy and said that same would go down unless your oratrix paid them; that said Ella Taylor said if your oratrix would pay said dues and premiums, she, the said Ella Taylor, would take out a new policy and have same issued to your oratrix, and that your oratrix thereupon agreed to pay said premiums and dues and to take said policy and have your oratrix named as beneficiary in said policy, and that thereupon and on, to wit: the aforesaid 10th day of October, 1906" (February 19, 1908), "your oratrix and said Ella Taylor in accordance with said agreement and understanding,"

-did cause the new certificate to be issued, naming plaintiff as beneficiary, delivered it to plaintiff, who has since paid all premiums to January 1, 1916. It is further charged that

"it was always the intention, desires and wishes of the said Ella Taylor that your oratrix be the benefi