v. Park Bank, 20 Indiana Rep., 94; Raymond v. Holmes, 11 Texas Rep.,

54.

By the present rule, where a bill is drawn in one state and indorsed in another, and accepted and dishonored in a third, the rights of the holder can only be secured by a compliance with the laws of the three, and so as to every other foreign and independent state. Thorp v. Craig, 10 Iowa (2 Withrow) Rep., 461.

See further on this head articles 620, a, and following.

SECTION II.

PLACE OF MAKING CONTRACT.

ARTICLE 607. “Place of making contract " defined.

608. Contract made by several parties in different places.

609. Special agreement as to place of consummating contract. 610. Presumed place of making contract.

611. Implied contracts.

612. Presumption as to place of indorsement of negotiable paper 613. Estoppel.

"Place of making contract" defined.

607. The "place of making" an express contract, within the meaning of this Code, is the place where the intention of the party, to whom the offer to contract is made, is first completely' manifested, as follows.

1. If manifested by sending a written or oral statement of such acceptance to the party making the offer, at the place from which the statement is sent;

2

2. If manifested without a statement of acceptance, either by performing the essential terms of the offer, or by receiving the consideration offered, at the place where such performance or receipt occurs;'

3. If manifested through an agent authorized by the party to whom or in whose favor the offer is made to bind him by declaring the intention of such agent to accept it, at the place where the agent makes such declaration.*

1 Where a preliminary chaffering in North Carolina was followed by delivery of the money lent, and receipt of the note therefor, both occur

ring in Georgia, the contract of loan and note were held to be made in Georgia. Davis v. Colman, 11 Iredell (North Carolina) Rep., 303. Cases and Opinions in Constitutional Law, by Forsyth, p. 244.

The place of delivering an indorsement written elsewhere is the place of making it. Young v. Harris, 14 B: Monroe (Kentucky) Rep., 559; Pine v. Smith, 11 Gray (Massachusetts) Rep., 38.

2 In Parken v. Royal Exchange Ass. Co., 8 Session Cases, 2nd Series, 372, a life insurance policy was applied for by a domiciled Scotchman on the life of another Scotchman. The application was made by him in Scotland to the defendant's agent there. The defendant sent the desired policy from its head office in London completely executed to its Scotchagent for delivery in Scotland to the applicant, which was done, the agent not doing or being authorized to do anything else to bind the company, The court held that the acceptance of the offer to contract was made in England; that the delivery of the policy in Scotland was not a new offer made there, but the completion of the notification of an acceptance made in England; and that the implied authority of its agent in Scotland to withhold delivery there, if anything material had come to his knowledge, (p. 371,) did not change the place of making the contract from England to Scotland. A similar state of facts arose in Wright . Insurance Companies, 6 Am. Law Register, 489, and was decided in the same way.

If goods are sent by the seller in one state to the purchaser in another, in pursuance of an order, the purchrser's contract to pay is deemed made where accepted by dispatching the goods. Woodbridge v. Allen, 53 Massachusetts Rep., 470; Kline v. Baker, 99 Id., 255.

So, goods sent by a principal from a place where his agent to procure orders only has sent him such an order, is made at the place whence the merchandise, not the order was sent. Woolsey v. Bailey, 7 Foster (New Hampshire) Rep., 217; Smith v. Smith, 7 Id., 244.

4 The distinction between a messenger and an agent in the strict sense, is that while each of them communicates a declaration of intention meaning to bind not himself but his principal, yet it is only the agent who declares what his own will is. The messenger declares what his sender's Windscheid Pandekten, I., § 73.

will is.

5 Westlake, Private Intern. Law, §§ 212, 221; 1 Fœlix, Droit Intern. Privé, § 105, p. 244.

Thus a life insurance policy was applied for in Illinois to the agent there of a New York company, sealed by the company in New York, but conditioned not to be binding until countersigned by the Illinois agent and the premium paid to him. The place of making the contract was held to be Illinois and not New York. Pomeroy v. Manhattan Life Insurance Co., 40 Illinois Rep., 398; Heebner v. Eagle Ins. Co., 10 Gray (Massachusetts) Rep., 131; Daniels v. Hudson River Ins. Co., 12 Cushing (Massachusetts) Rep., 422, 423. The contrary was held in Huth v. New York Mutual Ins. Co., 8 Bosworth (New York) Rep., 551.

Contract made by several parties in different places. 608. Where the same offer to contract is accepted by several persons in different places, the contract of

each is perfected where the last acceptance is completely manifested, as provided in article 607.

Special agreement as to place of consummating contract.

609. The parties to a contract may expressly agree that their contract shall be deemed to be perfected at any place where a specified act or event occurs, although by the provisions of the last article, it would not have had that effect.

Thus, if it is agreed that an insurance contract shall commence as soon as an order therefor is accepted by the company's agent, the contract is made at the place where the agent accepts, although the principal's stamped policy is executed elsewhere. St. Patrick Assurance Co. v. Brebner, 8 Session Cases, 1st Series, 51.

Presumed place of making contract.

610. Where the place of making a contract is not shown, it is presumed to be within the exclusive jurisdiction of the nation in whose tribunal it is sought to be enforced.

Thatcher o. Morris, 11 New York Rep., 439, 440.

Implied contracts.

611. The place of making an implied contract is, that, where the act is done which gives rise to the implication.

An implied contract to repay a loan arises where the loan is made. Suydam v. Barber, 6 Duer (New York) Rep., 34.

So whether any, and what implied promise arises from services rendered. Brackett v. Norton, 4 Connecticut Rep., 520.

Presumption as to place of indorsement of negotiable paper.

612. An indorsement of a negotiable instrument, which does not specify a place where the indorsement was made, is conclusively presumed in favor of a holder, without notice of the place where it was indorsed, to have been made where the instrument purports to have been made.

The indorser is the drawer of a new bill, and contracts where he indorses, not where the drawer or maker contracted. Story, Confl. of L., $307, 314; Parsons on Notes & Bills, 1., p. 651; contra, Pardessus Droit Commerciale, p. 17, tit. 7, ch. 2, art. 1500.

Estoppel.

613. Where a party to a contract induces a person to act on the belief that it was made at a particular place, it is deemed as between them to have been made at that place, if such person would be prejudiced by applying the provisions of this Section, to such contract.

Thus a bill dated in Pennsylvania and drawn on London was transmitted before negotiation to the drawer's agent in England where it was negotiated, without notice that it had its inception in England. It was held, that the drawer had expressly agreed that it should be negotiated as a bill drawn in Pennsylvania, and not as a bill drawn in England. Lenning Ralston, 23 Pennsylvania Rep., 137; 1 Parsons on Notes & Bills, 57. To the contrary, see Steadman ◊ Duhamel, 1 Common Bench Rep., 888; 1 Parsons, supra, 57, contra.

SECTION III.

FORMALITIES.

ARTICLE 614. What law determines the existence of contract. 615. Several parties.

What law determines the existence of contract.

614. The formalities requisite for the making of a contract are those, and those only, which are prescribed by the law of the place where it is made.

Story Confl. of L., § 260-262.

Westlake, Private Intern. L., §§ 171, 173. He adds as a doubtful prop osition that the law existing at the place of the contract by which a certain description of evidence is made necessary to support an action, is equivalent to one requiring certain solemnities as preliminary to the contract. If a contract is void by the law of the place where made, unless written on stamped paper, it is so everywhere. Satterthwaite v. Doughty, Busbee's (North Carolina) Law Rep., 314.

So a conveyance in trust of movables is governed as to its form by the law of the place making it. Wilson v. Carson, 12 Maryland Rep., 54. So a mortgage of movables valid as to its form where executed. is valid everywhere, even after a removal of the property. Ferguson . Clifford, 37 New Hampshire Rep., 56; Jones v. Taylor, 30 Vermont Rep., 42.

In some reported cases, the law of the place of performance is held to govern as to form. Thus, by the common law the place of performance of a contract to pay money, no place being named, is any place within the country. Such a contract, made in New Jersey, by a resident of that

State, with a resident of another state, no place of performance being expressed, is to be performed in New Jersey; and its law was held to govern as to form. Allshouse v. Ramsay, 6 Wharton, (Pennsylvania,) Rep., 334.

Several parties.

615. If there are several parties to the contract, the formalities demanded by the law of the place where each one engages are necessary and sufficient in respect to the obligation imposed thereby upon himself.

This rule is laid down with some qualification by Westlake, adding that when a contract to which there are several parties is manifested by a single instrument, the necessary form of that instrument, is determined once for all by the law of that place where it begins to have an operation. The illustrations to which he refers are all cases of negotiable paper; in which cases, although it is true, that for the purposes of transfer it may be proper to determine the effect of an indorsement, as fulfilling the condition of the promise to pay to order, by the law of the place where the promise to pay was to be performed, (Everett v. Van Doyes, 19 New York Rep., 436,) the effect of an indorsement as creating an obligation on the part of the indorser, may properly be governed by the law of the place where it is made

In Lebel v. Tucker, (Law Rep., 3 Queen's Bench, 77,) it was held that the contract of the acceptor of a negotiable bill which was drawn payable and accepted in the same country is to pay to any order if valid by the law of that country although the indorsement may not have been valid by the law of the country where it was made. It was held, however, in Bradlaugh. De Rin, (Law Rep., 3 Common Pleas, 538,) that as against the acceptor the validity and effect of an indorsement must depend upon the law of the place where the indorsement was made.

CHAPTER XLVII.

OBLIGATIONS IMPOSED BY LAW.

ARTICLE 616. Prohibited acts.

617. Performance or omission of acts beyond jurisdiction of nation.

618. Performance or omission of acts authorized by law.

619. Ownership and possession of property.

620. Law governing damages caused by act or omission beyond the jurisdiction of nation.

Prohibited acts.

616. The obligation arising out of an act prohibited