The opinion of the court was delivered by

In February, 1881, the defendants issued a policy of insurance on certain buildings therein described to one Runkle Rea.

In February, 1882, Rea sold the premises to the complainant and assigned to him the policy of insurance, which assignment was approved by the company.

The policy recited that the said insurance company, in consideration of the premium paid, should be subject and liable, according to the terms of the constitution, by-laws and conditions, to pay, make good and satisfy unto the said Rea, his heirs, executors, administrators or assigns, all such damage or loss which might happen by fire to said property during the time therein specified, not exceeding the sum of $1,500.

At the end of this policy, under the words, “ Conditions of insurance,” the 12th, 15th, 16th, 17th, 18th, 19th, 25th, 32d, 37th, 40th, 43d, 44th, 45th and 46th by-laws were set forth in full, and also the supplement to the charter requiring notice of assignment of the policy to make the company liable to such assignee.

The dwelling-house, one of the buildings insured, having been destroyed by fire in November, 1883, the assignee sued at law to recover his loss.

The company set up in its defence by-law 33, not annexed to said policy (which by-law provides that no policy shall be valid against the company where a dwelling-house remains unoccupied more than thirty days), and averred that said dwelling-house had been left unoccupied for more than thirty days next before the said fire. The complainant's bill is filed to reform the policy, *227so that it shall be subject only to the by-laws appended to it, and to restrain the company from setting up the thirty-third by-law in bar of the suit at law. The case is here on demurrer to the complainant’s bill. The contract of insurance was between the ■company and Rea. One of its terms was that Rea might, with the company’s assent, assign and transfer his interest in it.

At the time of such transfer, Miller, the assignee, was a stranger to the contract, and it is therefore not intended to be conceded that he was chargeable with knowledge of the charter and by-laws ■of the company. Nor is it admitted that a mutual insurance ■company can vary the terms and conditions of the policy it issues to the assured by setting up an undisclosed by-law, of which the •assured, in fact, had not notice.

In this case, in the body of the policy, the insurance is made expressly subject to the constitution, by-laws and conditions of the association. Under this language, in the absence of any qualification, every by-law of the company entered into and became ■a part of the contract of insurance, whether known to the insured and his assignee or not.

But the annexation to the policy of a number of by-laws, denominated therein, “Conditions of insurance,” justified the assignee in presuming that no by-law other than those so set forth ■could affect his rights under the policy. I think it is manifest that any one taking the policy would have assumed that there was no undisclosed by-law by which the security could be impaired.

The complainant had a right to act upon that understanding ■of the instrument, and if he did so, as alleged in the bill, without-notice of the thirty-third by-law, it will be inequitable to permit the company to avail itself of the defence which has been interposed.

The complainant has a right to such a contract as the company held out to him, in the notice annexed to the policy, he would have by virtue of the assignment from Rea with the approval of the company.

The language of the policy makes the insurance subject to all the by-laws, including the thirty-third, and if the rights of the *228parties are interpreted according to the express terms of the policy, the complainant is remediless. It is not necessary to consider whether the complainant in the suit at law may successfully invoke the doctrine of estoppel against the insurer. The company having set up the thirty-third by-law in bar, the complainant had a right to suspend litigation in the law court, and go into a'Court of equity to ascertain whether he shall not have a policy which in terms is free from that by-law.

He is entitled to have a contract of insurance subject to such conditions only as are annexed to the policy, -so that he may go into a court of law and be secure in his standing upon the expressed terms of his agreement. It is not a sufficient answer to the complainant to say that he may be able to establish an estoppel — he has the right to a contract — which will protect him. That relief can be obtained only in a court'of equity by reforming the policy. He asks here for such a policy as he should have, and that cannot justly be withheld from him. He has the right to a contract of insurance upon the terms of which he may rest, if the allegations of his bill are true; and he should not be left in a position where, in a court of law, he must establish his right to recover by showing the contract to be variant from the terms in which it is set out.

The decree below should be reversed.

Deeree unanimously reversed.