State than the one in which the contract was made, the court, as a general rule, will look to and enforce the law of the State where the contract was entered into, in reference to all matters involv ing its execution, validity and meaning. In these respects, the lex loci contractus, or law of the contract, prevails.1 In the language of the Supreme Court of the United States, in the recent case of Scudder v. The Union National Bank,2 HUNT, J.: "Matters bearing upon the execution, interpretation, and the validity of a contract, are determined by the law of the place where the contract is made." Accordingly, where a contract is repugnant to the law of the State wherein it is made, and is part performable there, it is void, although it contemplates performance, in part, somewhere else, the contract being of a nature entire and indivisible; thus, a contract was made in the State of Iowa, for transportation of live stock, partly in said State and partly in the State of Illinois, to the city of Chicago, the contract containing a clause limiting the common law liability of the carriers, while at that time a statute was in force in Iowa declaring that "no contract, receipt, rule, or regulation, shall exempt" a "railroad or other company, person or firm, from the

1 Scudder v. Union National Bank, 1 Otto, 406, 412, 413; Dacosta v. Davis, 4 Zab. 319; Miller v. Tiffany, 1 Wall. 298, 310; Depeau v. Humphry, 20 How. 1; Chapman v. Robertson, 6 Paige, 627, 634; Andrews v. Pond, 13 Pet. 65; Shafer v. Bolander, 4 G. Greene, 201; Savary v. Savary, 3 Iowa, 271; Davis v. Bronson, 6 Iowa, 410; Cox v. U. S., 6 Pet. 172; Mathuson v. Crawford, 4 McL. 540; Camfranque v. Burnell, 1 Wash. C. C. 340; Caldwell v. Carrington, 9 Pet. 86; Pope v. Nickerson, 3 Story, 465, 474; Duncan v. U. S., 7 Pet. 435; Courtois v. Carpenter, 1 Wash. C. C. 376; Bank of Augusta v. Earle, 13 Pet. 520; Willings v. Consequa, Pet. C. C. 302; Bank of U. S. v. Donnelly, 8 Pet. 361; Wilcox v. Hunt, 13 Pet. 378; Smith v. Godfrey, 28 N. H. 379; French v. Hall, 9 N. H. 137; Whiston v. Stodder, 8 Martin, 95; Smith v. Mead, 3 Conn. 253; Houghton v. Page, 2 N. H. 42; Greenwood

v. Curtis, 6 Mass. 358, 376; Blanchard v. Russell, 13 Mass. 1, 4; Arnold . Potter, 22 Iowa, 194; Boyd v. Ellis, 11 Iowa, 98; Franklin v. Twogood, 25 Iowa, 520; Carnagie v. Morrison, 2 Met. 397; Dater v. Earle, 3 Gray, 482; Warder. Arell, 2 Wash. (Va.) 282, 298; Seymour v. Butler, 8 Iowa, 304; De Wolf v. Johnson, 10 Wheat. 307; Fisher v. Otis, 3 Chand. 83; Anstedt v. Sutter, 30 Ill. 164; Short v. Trabue, 4 Met. (Ky.) 299; Jameson v. Gregory, ibid. 363; McIntire v. Parks, 3 Met. (Ky.) 207; Barry v. Equitable Life Asso., 59 N. Y. 587, 594; Evans v. Anderson, 78 Ill. 558; Downer v. Chesebrough, 36 Conn. 39; Klinck v. Price, 4 West Va. 4; Levy v. Levy, 78 Penn. St. 507; Story's Conf. of Laws, § 242 et seq.; Wharton's Conf. of Laws, S 401; Foote's Priv. International Law, 287 et seq.

21 Otto, 406.

full liabilities of a common carrier, which, in the absence of any contract, receipt, rule, or regulation, would exist," in respect to the property or persons undertaken to be carried; the Supreme Court of Iowa held the contract void, as in violation of said. statute, notwithstanding the objection urged to such ruling that the contract was in part performable in Illinois, where, in law, such limitation of liability was permissible. So, if, according to the law of the place where a contract is executed or made, it be inoperative or void; or, being valid when made, thereafter is satisfied or discharged, it will then be so treated and regarded in law in all other States in which its validity or enforcement is judicially drawn in question. Change of place cannot change the rights or liabilities of parties. Thus, if by law of the State wherein a promissory note is made, such note may not be transferable by endorsement, or being transferable by endorsement, yet if an endorsement thereof in such State is, for any reason, invalid by the local law, then such transfer will, in either case, be held invalid in all other States wherein the same may be judicially sought to be enforced.3 And where a contract thus entitled to be governed as to its validity by the law of the State wherein it is made, is secured by mortgage on real estate situated in a different State, without any provision for or indication that payment thereof is to be performed in the latter State, then the mere fact of taking local security in such other State will not affect the validity of the contract, although there be that in the contract itself which would invalidate the same, if made in, or to be performed in, such latter State. 4

1 McDaniel v. Chicago & N. W. R. R. Co., 24 Iowa, 412.

2 Webster v. Massey, 2 Wash. C. C. 157; Green v. Sarmiento, 3 Wash. C. C. 17; S. C. Pet. C. C. 74; Warder v. Arell, 2 Wash. (Va.) 282. But it does not follow that a release of one partner, in writing, avowedly designed to release but the one, will be treated as a release of others, though made where the obligation was contracted, but may be treated as an undertaking not to sue the party purporting to be released. Seymour v. Butler, 8 Iowa, 304. McDaniel v. Chi & N. W. R. R. Co., 24 Iowa, 412; Anstedt v. Sutter,

30 Ill. 164; Bliss v. Brainard, 41 N. H. 256; Duncomb v. Bunker, 2 Met. 8; Palmer v. Yarrington, 1 Ohio St. 253; Shelton v. Marshall, 16 Tex. 344; Thompson v. Ketcham, 8 John. 190; Ford . Buckeye State Ins. Co., 6 Bush, 133; Titus v. Scantling, 4 Blackf. 89; Moore v. Clopton, 22 Ark. 125. See, also, references made ante, p. 46, note 1.

3 McClintick v. Cummins, 3 McLean, 158; Roosa v. Crist, 17 Ill. 450; Carlisle v. Chamber, 4 Bush, 268; Bishop on Contracts, § 730.

4 De Wolf v. Johnson, 10 Wheat. 368; Bethell v. Bethell, 54 Ind. 428.

Thus, where, as in the case just cited, a contract and loan of money was made in Rhode Island, embodying a usurious transaction by the laws of Rhode Island, as also by the laws of Kentucky, and real estate security was taken in the State of Kentucky, it was held that the laws of Rhode Island governed as to the effect of the usury on the validity of the contract, and that, therefore, while by the law of Kentucky such a contract, if there made, or payable there, would be void, but by the laws of Rhode Island would only subject the party to a penalty, the latter was held to be the law of the contract, and it was enforceable by the law of Kentucky.1

The case of Anstedt v. Sutter, above referred to, was an action in a court of Illinois, for an indebtedness accruing in Missouri, for the price of wine sold to defendant in Missouri, on a credit, in violation of a statute of that State, declaring all contracts for sale of liquors, on a credit, void. The courts of Illinois held, in accordance with the general doctrine, that, the contract being void where made, was void everywhere else. The contract was a general one, as to time and place of payment, and therefore necessarily rested on the law of Missouri for its validity.2

Transactions bearing Relation to Several States. A note made in one State, at a rate of interest lawful in that State, and secured by a mortgage lien on lands situated in such State, and which instruments were for money loaned by a citizen of a different State, and were delivered to him in such other State where the contract of loan was agreed to, was held to be legal and enforceable in the courts of the State where the land was situate, and where the debtor resided at the time of making the contract, as also of enforcing the same, although such instruments called for a greater interest than allowed by law in the State where the contract was agreed on and the instruments were delivered, and although in such latter State a forfeiture of the debt is incurred for usury. The ruling was that the whole transaction had reference to the laws of the State where the land was situate, the debtor resided, and the instruments were made, although the

1 De Wolf v. Johnson, 10 Wheat. 368; Levy v. Levy, 78 Penn. St. 507; Phila. Loan Co. v. Towner, 13 Conn. 249.

Anstedt v. Sutter, 30 III. 164. See,

also, Hill v. Spear, 50 N. H. 253; Tegler . Shipman, 33 Iowa, 194; Boothby v. Plaisted, 51 N. H. 436; Webber v. Howe, 36 Mich. 150.

latter were delivered elsewhere, as above stated, and notwithstanding, also, that the notes were made payable in a still different State than that wherein they were made or delivered, or wherein either party resided.1

Thus, a note, and mortgage made in Michigan to secure the same, on real property therein situated, calling for interest at ten per centum per annum, a rate of interest legal in Michigan, is binding and valid, although the note be payable in New York, where such interest is usurious. Such a contract is a Michigan and not a New York contract, and is therefore governed by the laws of Michigan as to its validity.2

And so, a note made payable, with lawful interest, in the State where made, wherein also both maker and endorser reside, being valid in the State where made, does not become usurious by being discounted in another State at a discount greater than the rate of interest there allowed by law. And a contract of insurance, made with an insurance company of one State, and dated and executed by the president and secretary in that State, but not to become obligatory until countersigned and delivered by the agent of the company, in another State, is deemed to have been made when so countersigned and delivered in the latter State, and is governed by the laws thereof.4

Contracts made in one State, and performable in another, as a subterfuge or shift, rest for their validity on the lex loci, or law of the place where made. 5 Contracts which are valid in the State where made, but which are to be performed in a State where they are invalid, will be held in the former State as governed by the law of the latter State, and therefore invalid. But contracts invalid by the law of the State where made, yet valid by the law of the State where they are to be performed, will be held valid in the former.7

The personal executory contracts of an Indian, made within the territorial jurisdiction of a State, is governed as to its valid

1 Arnold v. Potter, 22 Iowa, 194. Fitch v. Remer, 1 Biss. 337; Philadelphia Loan Co. v. Towner, 13 Conn. 249; Levy v. Levy, 78 Penn. St. 507. 3 Hackettstown Bank v. Rea, 6 Lans. 455.

Daniels v. Hudson R. Ins. Co., 12 Cush. 416.

5 Andrews v. Pond, 13 Pet. 65. Ibid.; Story on Conf. of Laws, § 304 a.

Arnold v. Potter, 22 Iowa, 194; Junction Railroad v. Ashland Bank, 12 Wall. 226; Kennedy v. Knight, 21 Wis. 340; Bishop on Contracts, § 726.

ity by the laws of that State, if there is no law of Congress prohibiting the making of such contract, or if it is not contrary to the policy of the national government;1 and though a general contract, sued on in another State than where made, be such that if made where sued it would not be valid in law, yet if valid in the State where made, and not contrary to good morals, and it was not in the making thereof contemplated to violate the laws of policy of the State where sued, it will be therein enforced, by the principles of comity. But if vicious in principle, or contrary to good morals, or if it is calculated to contravene the policy or laws of the State where sought to be enforced, then the courts thereof will not enforce the same.3

When the validity of a contract involves the laws of two or more States, and it is not expressly apparent which the parties had in view, then that law which is most favorable to validity will be regarded as the law of the contract.4

II. THE LAW OF PERFORMANCE.

The Law of the Place of Performance is the Law of Performance.

The law of the place where performance is to occur governs in respect to the validity and performance of contracts, made in one State, but to be performed in another. As, for instance, in commercial contracts, the time, manner, and circumstances of presentation or demand, for acceptance, payment, or protest; the rate of interest if none be designated, and whatever else relates to the fulfillment of contract or obligation. To quote again from our highest national court: "Matters connected with * * * performance are regulated by the law prevailing at the place of

'Taylor v. Drew, 21 Ark. 485.

2 Greenwood v. Curtis, 6 Mass. 358, 378; Adams v. Gay, 19 Vt. 358; Crosby v. Berger, 3 Edw. Ch. 538; Blanchard v. Russell, 13 Mass. 1; Bliss v. Brainard, 41 N. H. 256; Phinney v. Baldwin, 16 Ill. 108; Story's Conf. of Laws, § 242 et seq.

3 Pearsall v. Dwight, 2 Mass. 84; Davis v. Bronson, 6 Iowa, 410; Armstrong . Toler, 11 Wheat. 258; Commonwealth v. Aves, 18 Pick. 193; Phinney v. Baldwin, 16 Ill. 108; Greenwood v. Curtis, 6 Mass. 358;

Windsor v. Jacob, 2 Tyler, (Vt.) 192.

De Wolf v. Johnson, 10 Wheat. 367; Arnold v. Potter, 22 Iowa, 194; Talbott v. Merchants' Disp. & Trans. Co., 41 Iowa, 247, 251.

5

Young v. Harris, 14 B. Mon. 447; Pomeroy v. Ainsworth, 22 Barb. 118; Scudder v. Union National Bank, 1 Otto, 406, 413; Hayden v. Davis, 3 McL. 276; Arnold v. Potter, 22 Iowa, 194; Boyd v. Ellis, 11 Iowa, 98; Cook v. Moffat, 5 How. 295; Butler v. Myer, 17 Ind. 77; Thayer v. Elliott, 16 N. H. 102; Andrews v. Pond, 13 Pet. 77.