"(1) The Ancient Order of United Workmen is a fraternal insurance organization with a membership extending throughout the United States, or the greater portion thereof.
"(2) The Supreme Lodge of the Ancient Order of United Workmen is a corporation which was organized under the laws of the state of Texas on January 2, 1900.
"(3) Prior to its corporate organization, said Supreme Lodge had existed for more than 20 years as the Supreme Lodge of said Ancient Order of United Workmen.
"(4) By authority of the Supreme Lodge, and subject to the constitution and general laws of the order, Grand Lodges are organized and exist in such states, districts, territories, and countries as have been or as may be determined by the Supreme Lodge.
"(5) The defendant was organized as a Grand Lodge of said order on February 25, 1879, and had jurisdiction over the members of said order in the states of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut.
"(6) The defendant was organized as a corporation under the laws of Massachusetts on February 9, 1883, and in 1897 appointed the insurance commissioner of this state its attorney for the receipt of service of process, in order to obtain lawful authority to take risks and transact business in this state.
"(7) By the constitution and general laws of said order, it is provided that the territory comprising a Grand Lodge jurisdiction, having jurisdiction over more than one state, may be divided by the Supreme Lodge at a stated meeting into two or more grand lodge jurisdictions.
"(8) On October 17, 1901, the territory comprising the jurisdiction of the defendant, as
aforesaid, was divided by the Supreme Lodge at a stated meeting in accordance with the laws of the order, into the jurisdiction of the Grand Lodge of Connecticut and the jurisdiction of the Grand Lodge of Massachusetts, and the members of said order within the state of Connecticut were placed under the jurisdiction of the Grand Lodge of Connecticut.
"(0) Said Grand Lodge of Connecticut thereupon became the representative of the Connecticut members of the order, and as such representative became equitably entitled to the share of the property of the defendant to which the members of said order within the state of Connecticut were entitled at the date of the separation of said Grand Lodge of Connecticut.
"(10) For the purpose of adjusting the financial relations between said Grand Lodge of Connecticut, representing the members of the order in this state, and the defendant, representing the remaining members of said order under the jurisdiction of the defendant, the plaintiff at a stated meeting held October 17, 1901, adopted the following resolutions as a proposal for the settlement of its financial relations with the defendant, and thereafter submitted a copy of said resolutions to the defendant as an offer of settlement. Said resolutions were as follows: 'Grand Lodge of the Ancient Order of United Workmen of Connecticut. To all Workmen to Whom These Presents Shall Come, Fraternal Greeting: Know ye that at the first stated meeting of the Grand Lodge of the Ancient Order of United Workmen of Connecticut, held in the city of New Haven on October 17, 1901, the following resolutions were unanimously adopted: Resolved, that following be and is hereby adopted by the Grand Lodge of Connecticut, as the basis of the settlement and adjustment of the financial affairs between it and the Grand Lodge of the Ancient Order of United Workmen of Massachusetts: Guaranty Fund. All liability to this fund prior to the date of separation is to be paid by the Grand Lodge of Massachusetts for the beneficiary fund, and all liability to said guaranty fund for and on account of the Grand Lodge of Connecticut on and after the date of separation is to be paid by the Grand Lodge of Connecticut. Beneficiary Fund. The Grand Lodge of Connecticut shall be responsible to the Grand Lodge of Massachusetts for all calls for the beneficiary fund made necessary by deaths occurring and by deductions for the guaranty fund on or before the date of separation, and all death claims in the jurisdiction of the Grand Lodge of Connecticut up to and including said date of separation shall be paid by the Grand Lodge of Massachusetts, and all death claims occurring after said date shall be paid by the Grand Lodge of Connecticut. The Grand Lodge of Connecticut shall not be entitled to any portion of the surplus in the beneficiary fund of the Grand Lodge of. Massachusetts after the death claims occurring prior to date of separation have been paid. General Fund. The Grand Lodge of Massachusetts is to receive from the Grand Lodge of Connecticut as many sixths of its proportion of the semiannual per capita tax as there have been months elapsed from the beginning of said semiannual term up to and including the date of separation; the fractional part of a month, if any, to be considered as one month. The Grand Lodge of Connecticut is to pay to the Grand Lodge of Massachusetts its proportion of any deficit in the general fund of the Grand Lodge of Massachusetts on June 30th; the proportion to be based on a per capita computation. The disposal of all other funds or property in possession of or held by the Grand Lodge of Massachusetts, at the date of separation, is to be subject to such arrangements with the Grand Lodge of Connecticut as may be made by the Grand Lodge of Massachusetts at a session thereof. Resolved that the executive committee of this Grand Lodge be and it is hereby authorized to act in behalf of the Grand Lodge of Connecticut with the Grand Lodge of Massachusetts, or such officers or committees as it may appoint for that purpose, in adjusting the details of all financial matters arising out of the institution of the Grand Lodge of Connecticut and the separation of its membership from the jurisdiction of the Grand Lodge of Massachusetts. In witness whereof, I have hereunto set my hand and affixed the seal of the Grand Lodge, this twenty-first day of February, A. D. 1903. James A. Knox, Grand Recorder. [Seal.]'
"(11) At a stated meeting of the defendant held on February 25 and 26, 1902, the foregoing resolutions of the said Grand Lodge of Connecticut were presented and were accepted by the defendant as a contract between said Grand Lodge of Connecticut and the defendant for the settlement of their financial relations.
"(12) The date of separation referred to in said resolutions was November 1, 1901, and the separation of the financial affairs of the two lodges took place upon that date.
"(13) The moneys collected by the defendant were collected by means of assessments levied from time to time upon the members of the order within the jurisdiction of the defendant, which assessments were collected by the subordinate lodges within such jurisdiction, and were called by the grand recorder of the defendant from such subordinate lodges.
"(14) Assessment No. 204, amounting to $45,980, was called from the treasuries of the subordinate lodges to the treasury of the defendant by call No. 17, made September 2, 1901.
"(15) On January 1, 1901, the defendant had on hand a balance of $50,521.
"(16) By receipts from arrearages and from assessments during the year 1901, up to and
including said assessment No. 264, the defendant received $1,003,646.
"(17) The claims for the year 1901, paid by the defendant to September 23d, amounted to $800,000. The claims due from the defendant to October 31, 1901, amounted to $154,000, and the guaranty fund to October 31, 1901, amounted to $97,221.73.
"(18) The balance in the beneficiary fund of the defendant therefore, after the payment of said assessment No. 264, amounted to $2,945.27.
"(19) In using the following language in the foregoing resolutions, to wit: 'The Grand Lodge of Connecticut shall not be entitled to any portion of the surplus in the beneficiary fund of the Grand Lodge of Massachusetts after the death claims occurring prior to the date of separation have been paid'—it was understood by both the Grand Lodge of Connecticut and the defendant that the surplus referred to meant only the surplus remaining in the hands of the defendant from the last assessment which was necessary for the purpose of paying the required amount to the guaranty fund, and of paying death claims due to October 31, 1901, and that is the legal meaning of the language used in said resolution; or, if such is not the legal meaning of the language used, the Grand Lodge of Connecticut used such language in the sense above set forth, and the defendant knew that the Grand Lodge of Connecticut used said language in such sense.
"(20) On October 1, 1901, the grand recorder of the defendant made another call, to wit, call No. 18, requiring the payment of the money in the treasuries of the subordinate lodges realized from the payment by the members of assessment No. 265, in compliance with which call the subordinate lodges in the state of Connecticut paid into the treasury of the defendant in October, 1901, the sum of $11,763.
"(21) The money received from said assessment was paid in the first place by the individual members of the order in the state of Connecticut to their local lodges, and by their local lodges to the defendant, for the purposes of said order, and only for the purposes of...
