Fisk Rubber Co. v. Muller ( 1914 )

Mr. Justice Robb

delivered the opinion of the Court:

We fully agree with the learned trial justice that these two agreements must be considered as one contract. Each alludes to the other, and the second supplements the first. “Reading the two papers together,” said the trial justice, “it is clear that the object of both was the guaranty to the Fisk Rubber Company of the indebtedness which might accrue from the said supply company in the future, by sales made by the former to the latter company. Both papers expressly state that the plaintiff and her husband are sureties for the said supply company; and the liability which the second paper was made to protect was the liability of the plaintiff as surety under the first part of the contract.” The real question for determination, therefore, is whether this contract is to be controlled by the laws of the District of Columbia.

“The general principle is that a contract is to be governed by the law with a view to which it was made, and this is a question of intention, to be deduced, when not expressly declared, from the place, terms, character, and purposes of the transaction.” Croissant v. Empire State Realty Co. 29 App, D. C. 538. Not only, therefore, must the terms of the contract be examined, but the attendant circumstances must be taken into consideration to determine by what law it is to be governed. Coghlan v. South Carolina R. Co. 142 U. S. 101, 35 L. ed. 951, 12 Sup. Ct. Rep. 150; Hall v. Cordell, 142 U. S. 116, 35 L. ed. 956, 12 Sup. Ct. Rep. 154. In the case last cited the court held that an obligation to perform a verbal agreement made in Missouri to accept and pay, on presentation at the place of business of the promisor in Illinois, drafts drawn upon him by the promisee for live stock to be consigned by the promisee from Missouri to the promisor in Illinois, was to be determined by the law of Illinois, the place of performance. The court said: “Nothing in the case shows that the parties had in view, in respect to the execution of the contract, any other law than the law of the place of performance. That law, consequently, must determine the rights of the parties.” See also: Pritchard v. Norton, 106 U. S. 124, 27 L. ed. 104, 1 Sup. Ct. Rep. 102.

Tested by the foregoing rule it is apparent that the contention that the rights of the parties in the contract under consideration are to be determined by the laws of Massachusetts is a mere afterthought. Nowhere in this contract does the word “Massachusetts” appear, and the mere fact that the first of the two parts of the contract was sent to Massachusetts for the signature of the appellant is of no consequence. The contract was to be performed here. By its terms the supply company was made appellant’s agent in this District, and nowhere else. There was but one place where a default in payment could occur, and that was here. This was fully recognized by the parties, since the stock put up by appellee under the surety-ship part of the contract was held here by the trustees, and it was here, in case of a default, that the sale of that stock was to take place. In short, there is not a line in the contract, nor .a circumstance surrounding the transaction, to indicate that the parties had in view, in respect to the execution of their agreement, any other law than that of the District of Columbia. The law of this jurisdiction, therefore, must determine the rig’hts of the parties.

The suretyship agreement, so far as it affected appellee, was clearly obnoxious to sec. 1155 of the Code [31 Stat. at L. 1374, chap. 854], which declares “that no married woman shall have power to make any contract as surety or guarantor, or as accommodation drawer, acceptor, maker, or indorser.” Waters v. Pearson, 39 App. D. C. 10.

The decree must therefore be affirmed, with costs.

Affirmed.