Brockway v. American Express Co., 171 Mass. 158

Brockway v. American Express Co.

171 Mass. 158 | Mass. | 1898

Knowlton, J.

The only questions in this case are whether the ruling that the contract was governed by the law of Illinois, and not by the law of New York, was correct, and whether the evidence of the law of New York was rightly excluded. In the opinion given at the former hearing of this case (see 168 Mass. 257, 258) are these words: “ The contract was made in Illinois, to be performed in part in that State and in part in other States. The rights of the parties to such a contract are to be determined by the lex loci contractus. Fonseca v. Cunard Steamship Co. 153 Mass. 553. Fairchild v. Philadelphia, Wilmington, & Baltimore Railroad, 148 Penn. St. 527. Hazel v. Chicago, Milwaukee, & St. Paul Railway, 82 Iowa, 477.” The argument of the case at its present stage has not changed the view which we thus expressed.

*161The general rule that contracts are to be governed as to their nature, their validity, and their interpretation by the law of the place where they are made, unless it clearly appears that the contracting parties had some other law in view, is familiar. This rule is applicable to contracts of common carriers for the transportation of merchandise. Dyke v. Erie Railway, 45 N. Y. 113. Fairchild v. Philadelphia, Wilmington, & Baltimore Railroad, 148 Penn. St. 527. Hazel v. Chicago, Milwaukee, & St. Paul Railway, 82 Iowa, 477. Palmer v. Atchison, Topeka, & Santa Fé Railroad, 101 Cal. 187. It is contended that the facts that the defendant is a joint stock company, organized under the laws of New York, that the horses were to be carried through the State of New York as well as through a part of Illinois and through other States, and that the evidence offered would prove, that one of the provisions of the contract which was invalid under the laws of Illinois would be valid under the law of New York, show an intention of the parties that the contract should be governed by the law of New York. We cannot accept this view. The contract was made upon a blank, which presumably was in general use by the defendant in the different States where it was conducting its business. The provisions relied upon by the defendant are in the printed part of the contract. Such contracts, made by parties similarly situated, have been considered by courts of high authority in this country, and they are held to be governed by the law of the place where they were made. Liverpool & Great Western Steam Co. v. Phenix Ins. Co. 129 U. S. 397. McDaniel v. Chicago Northwestern Railway, 24 Iowa, 412. Grand v. Livingston, 4 App. Div. (N. Y.) 589. Illinois Central Railroad v. Beebe, 69 Ill. App. 363. The Iowa, 50 Fed. Rep. 561. The Brantford City, 29 Fed. Rep. 373. The decision in In re Missouri Steamship Co. 42 Ch. D. 321, is contrary to the weight of authority, and in our opinion it is not so well supported by principle as is the doctrine presented in the cases cited above.

Thus far we have considered the case in reference to the contract for the transportation of the horses, which appears on the face of the paper. On the back of the paper is a contract for the transportation of a person to accompany and take charge of the horses. This contract contains elaborate provisions, the last of which is in these words: “ It is further agreed that any ques*162tion arising under this contract shall be determined by the law of the State of New York.” It is contended that this provision should be held to apply also to the agreement for the transportation of the horses; but we think it is clear that the paper contains two separate contracts which cover different subjects, although the one on the back of the paper has some relation to that on the face of it. This provision is not a part of the contract on which the plaintiff’s action is founded. In Grand v. Livingston, ubi supra, where the contracts on the face and on the back of the paper are respectively almost identical with those in the case at bar, it was held that this provision was not a part of the contract for the transportation of the animals.

It is argued that, even if it is not a part of the contract on the face of the paper, it indicates an intention that that contract should be governed by the law of New York, and it is said that this intention should be given effect to set .aside the lex loci contractus. But we are not of that opinion. Such a contention was expressly overruled in the case last referred to. We are of opinion that this stipulation cannot be given effect to change the rights of the parties in the present suit.

Exceptions overruled.