Baylies v. James Houghton & Co.

The opinion of the court was delivered by Redfield, J. It seems now to be an acknowledged principle of the law of foreign attachment, that a payment made under such proceeding will protect the garnishee, unless the court acted without jurisdiction, although there are some early cases to the contrary of this even. The jurisdiction of the debt to some extent depends upon the domicil of the debtor, so that the court may be considered, in one sense, as having jurisdiction of this debt, perhaps; and should we render judgment here that the trustee is liable, it is probable the courts of Massachusetts might consider it a defence to the notes, when sued there in the names of the principal defendants. But it is obvious, that in proceeding to render such judgment, we should violate the obvious principles of justice, in regard to the construction of contracts; and so far as any person is concerned, into whose hands such notes may have come, or shall hereafter come, by assignment, any judgment we should here render could not, either in equity, or at law, be considered strictly any defence to the trustees, who should be compelled to pay the money under such judgment. This consideration of itself is sufficient reason why we could not proceed to render any such judgment. The indebtedness of the trustees is by way of negotiable promissory notes, executed at Boston, payable to the principal defendants, or their order, and by intendment of law, payable at Boston. The place of contract is, therefore, at Boston. All the incidents of the contract, which concern its force and [631] validity, or its performance, or discharge, are to be governed by the laws of that place. And this principle of law, by which we refer these incidents of contracts to the law of the place of contract, is now found to have its foundations deeper laid in the eternal principles of justice, than any matter of mere national comity. These incidents are to be governed by the lex loci contractus, not because the sovereignty of the former, where the contract is sought to be enforced, happens to be on terms of courtesy and kindness with the sovereignty of the place of contract, but for the higher and more worthy reason, that the parties, in entering into the contract, expected those incidents to be governed by that law, and that only ; and if they are referred to the law of any other place or country, it is not the contract of the parties, but of the court, which is made to speak, and is enforced. By the law of the state of Massachusetts, negotiable promissory notes, like those now in question, are not liable to attachment by this process. Any one; therefore, to whom these notes have been negotiated, or may hereafter be, will take them with this expectation. They are, in no sense, parties to this proceeding, or bound by it. Our judgment, here, then, must be wholly nugatory so far as they are concerned. We should not be prepared to render a judgment against the trustees, unless that judgment would operate a perfect defence to them everywhere. We could not justly expose them to the hazard of paying their notes twice; nor, on the other hand, if we felt that the Massachusetts courts would probably regard any judgment we should here render, as a defence, (which is not probable, if the notes were sought to be enforced by a bona fide holder) would we subject the contract to a law by which it was never expected to be governed, and thus defeat the interest of a bona fide holder. Prescott v. Hull, 16 Johns. R. If this were a contract of a different character, or payable in this state, very likely the propositions urged by the plaintiff’s counsel, with so much plausibility, would merit a different consideration. Hull v. Blake, 13 Mass. R. 153; Embree & Collins v. Hanna, 5 Johns. R. 101. But as the case now stands, there is no good reason appaent to us, why a promissory note, executed, and to be paid [632] in another state, where its negotiability is, in no sense, liable to affected by trustee process, should here be subject to that process, and thus be discharged, without regard to the governing law of the contract, any more than such contracts, or any other, could be discharged by a foreign bankrupt law, which it is now well settled cannot be done. Story’s Con. of Laws,s 283; Braynard v. Marshall, 8 Pick. 194; Lewis v. Owen, 6 Eng. C. L. 555; Phillips v. Allen, 15 Eng. C. L. 269, is a well considered case to the full extent; Ogden v. Saunders, 12 Wheat. 358, so far as the American states are concerned, establishes the same rule. Judgment affirmed.