Musser v. Stauffer

Opinion by

Mb. Justice McCollum,

On the first appeal in this case the only question for our determination was whether the court below erred in holding that the affidavits of defense were sufficient to prevent summary judgment on the plaintiff’s claim. The claim was based on certain notes executed and delivered by the defendant to the plaintiff in consideration of a conveyance by the latter to the former of certain lots situate in the city of Roanoke, Virginia. The notes appeared on their face to have been made in Roanoke, Virginia, and were, by their express terms, negotiable and payable at the Commercial National Bank of Roanoke in said city. The lots conveyed by the plaintiff to the defendant were conveyed by the latter to Horace M. Engle in trust to secure the payment of said notes as they matured. The defense to the claim was that the defendant was induced to purchase the lots and execute and deliver the notes by a contemporaneous parol agreement, the performance of which was a condition precedent to the payment of the notes, and which agreement the plaintiff had not complied with. The nature and terms of the alleged parol agreement were fully set forth in the affidavits of defense which appear in 178 Pa. on pages 100, 101 and 102. We held that the question raised by the rule for judgment must be determined upon the claim and the affidavits of defense constituting the answer thereto; that in the absence of evidence to the contrary the law of the forum was presumed to be the same as the law of the place of the contract, and that the court below did not err in discharging the rule and refusing judgment. The ruling complained of was therefore sustained.

On the trial of the ease in the court below it was shown by evidence, recognized by the courts of this state as relevant and competent, that by the laws of Virginia a contemporaneous parol agreement was hot available as a defense to a written contract. The evidence consisted of the decisions of the highest court of the state of Virginia, and appeared in the authenticated reports of such decisions. The evidence unanswered may therefore be considered as a sufficient rebuttal of the presumption that the law of the forum is the same as the law of the place of the contract.

It is well settled that matters connected with the performance of a contract are governed by the law prevailing at the place of performance: Brown v. The Camden & Atlantic Railroad Company, 83 Pa. 316 ; Waverly National Bank v. Hall et al., 150 Pa. 466; Burnett v. Penna. R. Co., 176 Pa. 45. The law applicable to the principal questions we have to consider is stated by our Brother Fell in the case last cited, as follows: “ Generally as to its formalities and its interpretation, obligation and effect, a contract is governed by the laws of the place where it is made, and if it is valid there it is valid everywhere; but when it is made in one state or country to be performed in another state or country its validity and effect are to be determined by the laws of the place of performance. It is to be presumed that parties enter into a contract with reference to the laws of the place of performance, and unless it appears that the intention was otherwise these laws determine the mode of fulfillment and obligation and the measure of liability for its breach.” It is not necessary to cite in this opinion other decisions and cases applicable to the questions raised by the assignments, because the cases and decisions already referred to are clearly sufficient to sustain the rulings complained of. The offers contained in the third and seventeenth assignments do not require special notice. It is not averred in the offers that the alleged parol agreement was made subsequent to the delivery of the notes or the completion of the negotiations which resulted in the sale and conveyance of the lots. The offers are substantially the same as the offers to prove a contemporaneous parol agreement as the inducement to the execution of the written contracts. There is no designation in the offers of the time when or place where the alleged agreement was made, nor anything discoverable in them which warrants an inference of a parol agreement entered into between the parties after the written contracts and obligations were executed and delivered, and by which said contracts and obligations were annulled or modified.

The assignments of error are dismissed and the judgment is affirmed.