policy, he having no power to act, but being obliged to refer all disputed matters (e. g. waiver of non-payment of premium) to his principal, then the law which determines the insurer's duties is that of the place of the insurer's principal office, where the disputed points are decided, and whence the policy issues. The insurance contract is governed by the laws of the latter state, and cannot be affected by the laws of the state where the policy was delivered.1 Emérigon,2 on this topic, remarks: Insurance contracts executed by French parties in a foreign land will be judged according to French law; as the law of their country (by the French Code) adheres everywhere to contracting parties. But insurance contracts executed abroad by a Frenchman with foreigners are governed by the law of the place where the insurance is made. The same principle applies when a Frenchman abroad undertakes the business of an insurer abroad. In Germany the business practice is to regard as operative the local law of the place where an insurance company has its office, and from which it issues its policies.3 Hailes, 748; Haldame v. York Bys. Co. 1724, M. 4818; Bishop v. Mersey & Clyde Co. 19 Feb. 1830, 8 S. 558. "In Cook v. Greenock Ins. Co. 18 July, 1843, 5 D. 1379, the verdict of a jury, in an action against Scotch insurers at the instance of foreign own ers, was set aside on the ground that the jury had given weight to the usage or understanding as to seaworthiness at the domicil of the owners, which was different from that at the place of the insurers' business. But it does not appear that in that case the doctrine above stated was fully adopted, some of the judges seeming to construe the contract by the general usage of trade, and others by the usage of the place of contract." Guthrie's Savigny, ut supra. 1 Shattuck v. Ins. Co. 4 Cliff. 598; Desmazes v. Ins. Co. 7 Rep. 136; Wright v. Sun Ins. Co. 23 How. 412; Ruse v. Ins. Co. 23 N. Y. 521; Todd v. Ins. Co. 33 Leg. Int. 239; S. C., 3 Weekly Notes, 330; Clay Fire Ins. Co. v. Huron Salt Co. 31 Mich. 346; Spratley v. Ins. Co. 11 Bush, 443; Quinn v. Ins. Co. 28 La. An. 105. See supra, § 418 a. See, however, May on Insurance, § 66; Bliss on Life Ins. 2d ed. § 362; Schwartz v. Ins. Co. 18 Minn. 448, as indicating that the place of delivery of policy determines the law. In Daniels v. Ins. Co. 12 Cush. 416, it was held that a contract by the president of a company in one state, not to be valid until countersigned by an agent in another state, was subject to the law of such other state. This is on the same principle as the text. In Granger Ins. Co. v. Brown, 57 Miss. 308, it is held that place of payment determines interest. 2 Traité des Assur. i. c. iv. § 8. 8 Voigt's Archiv. für Handelsrecht, 1858, i. p. 210. In Harpers' Mag. for Jan. 1881, it § 466. An insurer, however, doing business in a particular state by an agency with power to act, puts itself by so as to agen- doing under the control of such state law. The agency Otherwise is stated that in Great Britain and Ireland 1,935 millions of dollars are insured on 810,000 lives; in the United States, 2,705 millions on 1,100,000 lives. The income of the American companies is stated to be $80,000,000, 66 a sum equal to twice the American tobacco crop of the year, and to more than the entire potato crop." The greater part of this business is done by extra-territorial agencies. Recent statutes imposing territorial restrictions on such companies are noticed in same journal, p. 276. In Shattuck v. Ins. Co. ut supra Laws, § 426. Decided support to (1878), Clifford, J. said: "Contracts of insurance are completed when the proposals of one party have been accepted by the other by some appropriate act signifying such an acceptance; and it follows from that rule that the place or seat of the contract is the place where it was accepted. Consequently if an agent appointed in a state other than that which chartered the company, and in which the company has its home office, forwards the requisite papers to that office, and a policy is thereupon executed there, and mailed directly to the applicant, the contract is a contract made in the state where the home office is situated; and since the acceptance of the proposals is the test of completion, it follows that a transmission of the policy by mail to the agent, to be delivered by him to the applicant, if the policy conforms in all respects to the proposals, would have the like effect, unless by the terms of the policy it was not to be binding until it was countersigned by the agent who forwarded the proposals. May on Ins. § 66; Hyde v. Goodnow, that proposition is also found in another section from the last-named author, in the words following: Where an agent having no power to complete a contract obtains orders in a foreign state, which orders he forwards to his home principal, who accepts and fills them, the seat of the contract is in the state in which the principal resides,' which is the exact case before the court. Whart. Confl. of Laws, § 406; Hyde v. Goodnow, 3 N. Y. 266; Buckınan v. Jenks, 55 Barb. 469. Insurance contracts are, in general, subject to the laws of the place where the policy is issued, and where the corporation issuing it has its seat, and where the loss, if it be incurred, is to be paid. When the policy is procured by correspondence, still the same rule obtains, nor does it make any difference whether the policy is sent by mail or delivered by an agent to the party insured, as courts will presume that the contract is governed by the law of the place where the policy was completed and issued. Whart. Confl. of Laws, § 465; Ruse v. Ins. Co. 23 N. Y. 516; Parker v. cies with power to then becomes the seat of the obligation. And where the insurance is made dependent on the action of an act. agent in a particular state, by whom the policy must be countersigned, then the policy is subject to the laws of such state. But statutes passed for the purpose of making foreign companies liable in subordination to the lex situs, though they may bind courts within the jurisdiction of the statutes, cannot internationally affect the distinction above stated.3 In suit for § 467. When the insured is sued by the insurer for the premium, the law of the place of payment controls, which, when the contract is made at the insured's domicil by a general agent with full power to act, is such domicil. But when a note for the premium is forwarded to the principal office in another state, then the latter state is the place Ins. Co. 8 Court of Sessions, 2d series, (Scotch), 372." . . . . "Authorities to show that the validity of a contract is to be decided by the law of the place where it is made, are numerous, and it is clear that the proposition is correct, unless it was agreed either expressly or tacitly that it should be performed in some other place, and then the general rule is that the contract as to its validity, nature, obligation, and interpretation is to be governed by the law of the place of performance. Green v. Collins, 3 Cliff. 507; Hill v. Spear, 50 N. H. 262; Story Confl. of Laws (6th ed.), § 242; Andrews v. Pond, 13 Pet. 65; Don v. Lippman, 5 Cl. & Fin. 13; Railroad v. Bartlett, 12 Gray, 246; Meagher v. Ins. Co. 20 U. C. R. 607. When the agents have authority to bind the company by entering into contracts without reference to the head office, the contract is held in many cases to be made at the place where the agency is established, which makes it necessary to keep in mind that the agent in this case had no such authority, and that the contract was 4 premium, law of place of payment controls. made, and was to be performed, at the office in the state where the charter was granted. Daniels v. Ins. Co. 12 Cush. 422; Kennebec Co. v. Ins. Co. 6 Gray, 205; Heebner v. Ins. Co. 10 Gray, 134." See 7 Rep. 136. 1 Insurance Co. v. Norton, 96 U. S. 234; Union Ins. Co. v. McMillan, 24 Oh. St. 67; Young v. Ins. Co. 45 Iowa, 377; Schmidt v. Ins. Co. 2 Mo. Ap. 339. 2 Daniels v. Ins. Co. 12 Cush. 416; Heebner v. Ins. Co. 10 Gray, 131; Pomeroy v. Ins. Co. 40 Ill. 398; Continent. Ins. Co. v. Webb, 54 Ala. 688. 3 See Thwing v. Ins. Co. 111 Mass. 93; Morris v. Ins. Co. 120 Mass. 503; Columbia Ins. Co. v. Kinyon, 37 N. J. L. 33. In Barry v. Ins. Co. 59 N. Y. 587, it was held that an assignment of a policy of insurance, sent by mail from New York where the insured resided, to a creditor in another state, is governed by the laws of New York. 4 See Bliss on Life Ins. (2d ed.) § 302; Rogers v. Ins. Co. 41 Conn. 97; Heinman v. Ins. Co. 17 Minn. 153; Cooper v. Ins. Co. 7 Nev. 116. of performance, and its laws govern the claim.1 It cannot be enforced in the state where the premium is given, if the company be prohibited from acting by the lex fori.2 Partner holding himself out as such cannot set tions of his domicil. 5. Partnership. § 468. A partner who holds himself out as such, and as such contracts debts in a foreign country, is liable for such debts by the law of such country, even though by the law of his own country, which is that of the seat of the up restric partnership, he has but a limited interest in the firm, and is liable only to such amount. Thus, in a case decided in 1870, in Rhode Island, where it appeared that W., a special partner, who was not by the laws of Cuba responsible for more than the capital invested by him, came to New York, and made purchases of goods as a general partner, it was ruled that he thereby became liable, as a general partner, for such purchases.3 It, of course, follows that when A., B., and C. appear and contract as partners, neither can afterwards avail himself of the laws of the domicil of the partnership, to avoid his several liability in solido for the whole amount. The principle is the same as that heretofore mentioned, by which restrictions on business capacity are held not to be extra-territorial.5 But when the limitations. of a foreign partnership are based on the same policy as obtains in the place of contract, then such limitations will be held operative by the courts of the latter place. Otherwise partner ships. § 469. Secret special partners, not disclosed at the time as to secret of the transaction, are protected, so far as concerns indebtedness to foreign creditors, by the laws of theirdomicil.7 § 470. But by whom is existence of others than the contracting partners to be determined? Suppose A., in Germany, claims to be a member of the New York firm of Foreign partners 1 Lamb v. Bowser, 7 Biss. 315, 372. Supra, § 362. See American Ins. Co. v. Cutler, 36 Mich. 261. 2 Lamb v. Lamb, 13 Bk. Reg. 17. See Stewart v. Ins. Co. 38 N. J. L. 436; Union Ins. Co. v. Thomas, 46 Ind. 44; Franklin Ins. Co. v. Packet Co. 9 Bush, 590. 8 Barrows v. Downs, 9 R. I. 446. 514 4 Carroll v. Waters, 9 Mart. 500; Fergusson v. Flowers, 16 Mart. 312. 5 Supra, § 101. That statutes limiting liability of joint stock companies are not extra-territorial, see Taft v. Ward, 106 Mass. 518; Gott v. Dinsmore, 111 Mass. 45. King v. Sarria, 69 N. Y. 25. Story, § 320 a; Barrows v. Downs, ut supra. the must be proved to be such. B., C., and D., and as such makes contracts in name of such firm. Neither in England nor in the United States does this question appear to have been determined. In Germany it was decided by the Supreme Court at Lübeck, on March 31, 1846, that the question is to be determined by the laws, not of the place where the alleged partner made the litigated contracts, but of the place where the partnership was alleged to be established. The liability of others than A., the contracting partner, cannot be determined by A's declarations.2 If the other alleged partners are sued, and it appears that they were undisclosed at the time of their contract with A., then the nature of the alleged partnership must be proved in conformity with the laws of the place in which it was constituted.3 In former sections reference is made to the law of partnership, so far as involved in agency, and in the structure of corporations.5 6. Common Carriers. The interof a bill of lading, so pretation far as concerns its intrinsic quality, is state of the carrier's principal office." for the § 471. When goods are given to a carrier for safe carriage, by what law is the contract, so far as its intrinsic conditions are concerned, to be interpreted? To this question a common answer has been, "the lex loci contractus." If we examine the cases, however, appearing to sanction this answer, we will find that in all of them the place of contract was the place of the carrier's principal office. If, however, a contract is made in Florida with a runner of the Pennsylvania railroad, for the forwarding of goods from Philadelphia to Pittsburg, it would not be contended that the contract was to be interpreted by Florida law. Nor can we say that the interpretation of such a contract, so far as its intrinsic quality is concerned, is by Florida law. The place of agreement, we should remember, is, in a large number of cases of railroad carriage contracts, casual. Not only are these contracts made by runners meeting customers on the cars, 1 Bar, p. 262. 2 Whart. on Ev. § 1200. See Peninsula, &c. R. R. v. Shand, 3 Moo. P. C. 290; Kline v. Baker, 99 See King v. Sarria, 7 Hun, 167; Mass. 153; Malpica v. McKown, 1 La. 69 N. Y. 24. Supra, §§ 405-409. 5 Supra, §§ 105 et seq. R. 249; Arayo v. Currell, 1 La. R. 528. |