Montana Coal & Coke Co. v. Cincinnati Coal & Coke Co. ( 1904 )

This court has already committed itself to the doctrine that ‘ a contract made in one state or country to be performed in another, is governed by the laws of the latter, which determine its validity, obligation and effect” (The Pittsburgh, Cincinnati, Chicago & St. Louis Railway Co. v. Sheppard, 56 Ohio St., 68; Kanaga v. Taylor, per Bowen, J., 7 Ohio St., 142). This rule is so well established upon reason and authority that it requires no discussion here. The note which is the subject of controversy in this case was signed by one of the parties in Ohio, and before delivery by another in Kentucky and by another in Pennsylvania; but it was delivered to tlie agent of the payee in Ohio. The contract was within the control of the parties who are bound by it and did not become effective until it was delivered. Therefore, the loci contractus is Ohio. But the place of performance, the loci solutionis, is Kentucky; because the note is expressly made ‘ ‘ payable at Northern Bank, Covington, Ky. ’ ’ The plaintiff in error insists that this stipulation binds only the principal debtor, The Cincinnati Coal & Coke Co., which signed underneath the note and upon the face of it; and that the contract of the parties who signed in blank on the back of the note, although before its delivery, is like the -engagement of an in-dorser, an independent contract which contains no stipulation as to the place of performance. Hence, it is argued, that as to these parties the case is controlled by the lex loci contractus, that is, the law of Ohio. Prom our point of view, Montgomery & Co. and McDonald were not indorsers in the regular way, and in the course of business as the owners or holders of the note. All of the defendants were original parties to the note, having signed it before it came into the possession of the first owner, the payee. The facts are undisputed and the obvious deduction therefrom is that the parties to the note at the time of its utterance all understood and meant to be governed by its terms; for at the time Montgomery & Co. and McDonald put their signatures on the back of the note the stipulation that the money should be “payable at Northern Bank, Coving-ton, Ky.,” was as much a part of the original contract as the promise to pay to the order of plaintiff the sum of money which is stated. There was, in short, no separate contract after the making of the note; but the note came to the payee signed by all of the defendants and with the place of performance distinctly expressed. There was therefore no error in the judgments of the courts below, and the judgment of the circuit court is

'Affirmed,