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tion of courts of other States; for, to this end, a court has no power; but upon the principle that courts of equity have full power over persons within their jurisdiction and amenable to their process, to restrain them from proceeding, either within or without the State, to do acts which are wrongful towards other residents, and therefore contrary to equity and good conscience.1 The State courts cannot, however, enjoin proceeding in the courts of the United States; and, as has been seen, the latter cannot in the former. In the exercise of this equitable power a court will restrain by injunction a citizen or resident within its jurisdiction from prosecuting an attachment suit in a court of another State against the personal property therein situate of an insolvent debtor, resident in the State in which the injunction is applied for, and who has made a general assignment therein valid in law, for the equal benefit of all his creditors, when the result of such attachment would be to give to the plaintiff therein a priority as to such property, and prevent the exercise of the equitable right of the assignee over the same for the equal benefit of the creditors. 3

To Prevent an Attachment as Against an Assignee. The equitable right of the assignee in such case is paramount, unless some valid claim or lien exists, under the laws of the State where the property attached is situated, which under the laws of that State would override the equity of the assignment, if the attachment was abandoned.4

Nor does it matter, as between the equities of the assignee and the attaching plaintiff, who is a resident of the same State as the assignee, that the attachment proceedings be set on foot prior to the making of the assignment, if commenced with intent to obtain a preference over an expected assignment.5 "By interposing to prevent it," says BIGELOW, J., "we do not interfere with the jurisdiction in other States, or control the operation of foreign laws. We only assert and enforce our own authority over persons within our jurisdiction, to prevent them.

1 Dehon v. Foster, 4 Allen, 545; Massie v. Watts, 6 Cr. 148, 158; Briggs v. French, 1 Sum. 504; Engel v. Scheuerman, 40 Geo. 206; Story's Eq. Jur. 899-901; Hilliard on Injunc tions, 266-272.

U. S. v. Keokuk, 6 Wall. 514;

Bryan v. Hickson, 40 Geo. 405; Kendall v. Windsor, 6 R. I. 453; Hines v. Ranson, 40 Geo. 356.

3 Dehon v. Foster, 4 Allen, 545; Same v. Same, 7 Allen, 57.

4 Dehon v. Foster, 7 Allen, 57. Dehon v. Foster, 4 Allen, 545.

from making use of means by which they seek to countervail and escape the operation of our own laws, in derogation of the rights, and to the wrong and injury of our own citizens." This case was simply a controversy between the domestic creditors of the insolvent assignor, and did not involve the rights of citizens of the State, or residents thereof, wherein the attachment proceedings were pending. The assignment being valid where made, is valid, within the rules of comity, elsewhere, when not in derogation of the policy or law of the other State, and does not derogate from the rights of creditors resident therein; and, as personal property is without a locality, and its disposition is controlled by the laws of the owner's domicile, and not by those of the locality where it happens to be, such being the general principle, it follows that the transfer by assignment, when valid where made, is valid everywhere else, subject to the limitation that it is not to have an effect contrary to the laws and policy of other States, as to the injury of the citizens or residents of the States whose laws are invoked to carry it out. By the rule laid down in Massachusetts, if the attaching creditor be resident in or a citizen of the State wherein is pending the attachment proceeding, then, in the courts of that State, the attachment overrides the foreign assignment, for the law of comity does not require the courts of a State to enforce its own laws in favor of contracts made in other States, to the detriment of the rights of its own citizens or inhabitants.3

1 Dehon v. Foster, 4 Allen, 545.

Dehon v. Foster, 4 Allen, 545, 553; Wales v. Alden, 22 Pick. 245; Cragin v. Lamkin, 7 Allen, 395; Swearingen v. Morris, 14 Ohio St. 424; Martin v. Potter, 11 Gray, 37.

Ingraham v. Geyer, 13 Mass. 146; Boyd v. Rockport Steam Mills, 7 Gray, 406; Zipcey v. Thompson, 1 Gray, 243; Cragin v. Lamkin, 7 Allen, 395.

CHAPTER VIII.

INTER-STATE LAW OF CONTRACTS.

I. THE LAW OF THE CONTRACT.

THE LAW OF THE REMEDY.

STATUTORY BONDS MADE IN STATE PROCEEDINGS.

STATUTORY BONDS TAKEN IN NATIONAL PROCEEDINGS.

II. THE LAW OF PERFORMANCE.

III.

IV.

V.

VI.

VII.

VIII.

IX.

RULE OF DAMAGES.

CONTRACTS MADE WITH A VIEW TO VIOLATE LAWS OF ANOTHER
STATE.

STATUTE OF FRAUDS.

COMMERCIAL PAPER AND ENDORSEMENT THEREOF.

X. MORTGAGE LIEN.

XI. LABORER'S LIEN.

XII. CONTRACTS OF AFFREIGHTMENT.

XIII. WAREHOUSE RECEIPTS.

XIV. STOPPAGE IN TRANSITU.

XV.

INVIOLABILITY OF CONTRACTS.

XVI. USURY.

I. THE LAW OF THE CONTRACT.

It is a general principle that the validity, force and meaning of contracts which are expressed to be performable where made, or which do not purport to be performable at any particular place whatever, are governed by the law of the place where the contract is entered into, as the same existed at the date of the contract. Thus, when a contract is made in a particular State, and is performable in the same State, or is not expressly or impliedly performable in any particular State, or place, then the sufficiency of its execution, and its validity and meaning, are all determinable by the laws of the State wherein it was made. If valid there, it is valid wherever and in whatever other State it is sought to be judicially enforced, if not in its character repugnant to the laws and policy of such latter State. Therefore, in the enforcement of a contract performable at no particular place, in a suit thereon in the court of a different

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 involving its execution, validity and meaning. In these respects, the lex loci contractus, or law of the contract, prevails. In the language of the Supreme Court of the United States, in the recent case of Scudder v. The Union National Bank, 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 v. 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 v. Arell, 2 Wash. (Va.) 282, 298; Seymour v. Butler, 8 Iowa, 304; De Wolf v. Johnson, 10 Wheat. 367; 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 o. 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, § 401; Foote's Priv. International Law, 287 et seq.

1 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 casc, 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.

157;

Webster v. Massey, 2 Wash. C. C. 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 v. 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. 423.

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