Sylvanus Bryant vs. Sylvester Edson, 8 Vt. 325

■The opinion of the court was delivered by Collameb, J. The obligation of a contract — the duties it implies, and the manner in which it is to be ‘performed, are fully acknowledged to be regulated by the lex loci contractus; while the manner of enforcing the remedy, in case of breach, constitutes no’ .part of the contract, and is regulated by the lex loci fori. This is a distinction apparently clear, but frequently difficult of practical application.

That days of grace are a part of the contract — a part of its obligations and privileges, and therefore to be regulated by the lex loci contractus, has been decided, and does not seem to be now .much controverted. — Story on Conflict of Laws, 299. This is regulated by the law of the place where the instrument \s payable. In this case, the contract was made in Massachusetts, and there the consideration passed; but the payee belonged to New-Hampsbire.

It has sometimes been suggested that this varies the case; but the law makes no distinction on that account.— “ Every contract, whether made between foreigners, or between foreigners and citizens, is deemed to be governed by the law of the place where it is made and is to be executed.” — Story C. L. 233. After this contract was made in Massachusetts, it was brought to Vermont, and here the defendant, Edson, underwrote it.— Where, under these circumstances, is it to be considered as having been made ?

It was made in Massachusetts ; — there the consideration passed — there it bears date — there it was delivered to the plaintiff, and it was afterwards signed by Edson here. There cannot be different obligations on the two signers ; and as the place of date was not colorable,! this defendant executed the contract with reference to the law of the place where the transaction actually took place, and where the note bore date.

Suppose a note was actually made in New-York, for money there had, and afterwards that note weve underwritten by a surety here : Most .unquestionably either of those signers would be subject to the payment of seven per cent, interest. This then must be considered a contract made in Massachusetts. But, as already shown, the days of grace are regulated generally by the place oi payment. This note has in it expressly no place of payment. It is a promise to pay, generally. By what law are such contracts governed ? Where are they considered payable ?

It has already been shown the residence of the parties does not govern it. “A contract to pay generally is governed by the law of the place where it is made ; for the debt is payable there as well as in any other place. To bring a contract within the general rule of the lex loci, it is not necessary that it should be payable exclusively in the place of its origin. If payable every where, then it is governed by the law of the place where it is made ; for the plain reason that it cannot be said to have the law of any other place in contemplation to govern its validity, obligation or

interpretation. All debts between the original parties are payable every where, unless some special provision to the contrary is made; and therefore the rule is, that debts have no situs. The holder takes the contl'act as was originally made, and as in the place where it was made.” — Story C. L. 264. T. Hutchinson for plaintiff. Marsh & Williams for defendant. This note must then be governed by the law of Massachusetts, where it was made. And this brings us to the single question, is grace allowed on such a note by the law of Massachusetts ?

It is insisted by the plaintiff’s counsel, that in order to have grace, the note must, upon its face, expressly be payable in Massachusetts. This argument arises wholly from a mistaken reading of the Massachusetts statute, in the argument for the plaintiff.— The plaintiff’s counsel quote the statute as if bills, notes., drafts, Szc. wer.e all put on the same footing; but this is not so. The first clause of the statute, and in which alone the word expressed is used, relates exclusively to bills of exchange.

The latter clause of the statute relating to negotiable notes, orders or drafts, gives grace on all payable on a future day certain, within the sta-te. This includes all, whether expressly or exclusively payable there, or by being actually made there and payable on time, generally, are by the general law payable where made, as already shown ; and so includes this note. We have been favored with no decision by the courts in Massachusetts on this statute; but we entertain ho doubt such is its practical construction, and that grace is there constantly allowed on such notes. Judgment affirmed.