INCONTESTABLE CLAUSE   215

policy must be construed as a whole, and the suicide clause must be construed in connection with the incontestable clause, so as to give effect to both. I think, therefore, that the meaning of the policy is by the incontestable clause to exclude every attack upon the policy, except for nonpayment of premiums, whether such attack arises under the suicide clause or otherwise, unless such attack is made within the two-year period.

By the incontestable clause, the company in effect said to the insured: "After two years, nothing will defeat the payment of this policy, in case of your death, except nonpayment of premiums." I think, therefore, that after the expiration of the two-year period the defense of suicide, although occurring within two years, would not be available to the plaintiff in an action at law, and the remedy therefore at law is inadequate, and the plaintiff is entitled to maintain its bill against Sallie W. Burgess individually for the cancellation of Policy No. 80922, and to restrain her from proceeding at law or from transferring the same. The bill, therefore, as between the plaintiff and Sallie W. Burgess individually, on Policy No. 80922, will be retained, and proceed to final hearing under the issues raised by her answer, counterclaim, and the reply thereto. * * *

As to the cause of action on Policy No. 80923, I can not see on what theory it can be sustained as to any of the defendants. The bill shows on its face that the legal owner of that policy is the administrator of the insured. It is true that the defendants will, unless the proceeds of the policy are absorbed by administration expenses and debts, be the final beneficiaries. But the administrator is the real legal owner. A decree by this court against the defendants, directing the cancellation of that policy and its surrender, would not be binding upon the administrator. The defendants are neither necessary nor proper parties to any suit for the cancellation of that policy. If the suit could be maintained against them, it could be maintained against the creditors of the insured, and, in-deed, it might more logically be maintained against the creditors, for they take the proceeds before the defendants can receive any part of them. But neither creditors nor beneficiaries are the proper parties. The only proper party is the administrator. * * *

The cause of action, therefore, stated in the bill on Policy No. 80923, must be dismissed as to Sallie W. Burgess, and the whole bill must be dismissed as to the remaining defendants.

The next motion to be considered is the motion of the plaintiff to make the administrator a party to this suit. It happens that the administrator is Jack J. Wright, who is a party defendant as heir at law in this suit. But this is immaterial. The fact that he hap-pens to be an heir at law and the defendant in the present suit can not affect any right the plaintiff may have to make him a party in his capacity as administrator. The theory upon which the plaintiff seeks to make the administrator a party at this time is in substance