Stevens v. Norris

Bell, J. The general rule has been always recognized in this State, that the law of the place where a contract is made, is to govern as to its nature, validity, construction and effect. But if from the terms or nature of the contract, it appears that it was to be executed in another country, then the place of making the contract becomes immaterial, and the validity of the contract must be tested by the laws of the place where it is to be executed. Dyer v. Hunt, 5 N. H. Rep. 401; Douglas v. Oldham, 6 N. H. Rep. 150; Houghton v. Page, 2 N. H. Rep. 42; Dow v. Rowell, 12 N. H. Rep. 49. To bring it within the general rule, it is not necessary that it be payable where it is made ; if payable every where, it is governed by the law of the place where it is made, because it cannot be said to have the law of any other place to govern its validity, its obligation, or its interpretation. Bank v. Colby, 12 N. H. Rep. 520. This general rule has no application in cases where the contract in question is in evasion or fraud of the laws of this State, or of the rights or duties of its subjects, or which are against its public rights or against its religion or good morals, or opposed to its national institutions or policy. Smith v. Godfrey, 8 Foster’s Rep. 379. Neither does it apply to the remedy to be pursued, which is always governed exclusively by the laws of the government in which the remedy is sought. Douglas v. Oldham, 6 N. H. Rep. 150. And the statutes of limitations are understood to apply to the remedy only. Willard v. Harvey, 4 Foster’s Rep. 344. [471] The same law which governs the nature, validity, construction and effect of a contract, determines also what shall be a valid discharge of the contract, and a sufficient defence to an action upon it, (Bliss v. Houghton, 13 N. H. Rep. 126,) except where such defence results from laws merely affecting the remedy. And in Hall v. Boardman, 14 N. H. Rep. 38, it was decided that a discharge under the Massachusetts insolvent law, which would be good defence, in Massachusetts, to a note made and payable in that State, between parties at the time resident there, would be a good defence here, though the note, after it had become due, was transferred to a party resident here, by whom it was put in suit. This case is decisive of the principal question arising here, and must govern here, unless there is something to distinguish the present case, and render a different rule proper. The only difference which we observe is, that the plaintiff, the payee of these notes, removed from Massachusetts to this State, before the proceedings under the insolvent law were commenced. But we regard this circumstance as entirely immaterial. Under the laws of Massachusetts, these notes were made subject to the condition that the maker might be discharged without payment, by proper'rproceedings under their insolvent law. The liability to be so discharged was an essential condition of their nature, which attached to them always and every where, and in the hands of every holder, whether resident in Massachusetts or elsewhere. These notes, then, being made and payable in Massachusetts, and both parties being there residents at the time they were made, were fully discharged by the facts alleged in the defendant’s plea, and there must be , Judgment for the defendant.