The rules of law in respect to domicil are quite well settled, and when difficult questions occur, they are usually questions of fact. But the law as to what shall be deemed the place of the contract, seems not to be quite well settled.2 A contract is made when both parties agree to it, and not before; if it be an oral contract, it is made when the offer of one party is distinctly accepted by the other; and if it be made by letter, then it is made when the party receiving the proposition puts into the mail his answer accepting it, or does an equivalent act. If the contract; is in writing, it is made when all the parties have executed it; and therefore is not made until the latest party has * put to it his name or seal, or both, as may be requisite. (f) Sup pose, however, that the contract is made in one place, but is to be performed in another; then in general, although perhaps not always, and for all purposes, the place of payment or performance is the place of the contract. (g) The most familiar instance is a promissory note, made, that is, signed, we will say in Boston, and payable in New York. Is this note to be construed by the law of Massachusetts or the law of New York? It would seem, from the authorities, that a contract may have two different places, the law of which enters into its construction. If it be expressly payable, or to be otherwise performed, there where it is signed, then that is its only place. If it be but a naked promise, without any special condition as to the place of payment, then it must be demanded of the maker where he is, or at his domicil, but it would be regarded as made where it was signed. If expressly payable in a place other than that where it is made, it would seem, according to some authorities, that the law of either place may be applied; thus if the legal interest in New York were seven per cent., and the legal interest in Boston were six per cent., a note on interest payable at Boston, and made in New York, would be held not to be usurious in Boston if it expressed seven per cent., as its rate of interest; while according to other authorities, if payable at Boston, it must, wherever signed, conform to the law of Massachusetts in respect to interest, and would therefore be usurious there if it bore on its face more than six per cent, although not usurious at New York, where it was made. Our own opinion is decidedly in favor of the former view. That is, if a note be made, bona fide, in one place, expressly bearing an interest legal there, and payable in another place in which so high a rate of interest * is not allowed, it may be sued in the place where payable, and the interest expressed recovered.

(b) Warrender v. Warrender, 9 Bligh, 89, 103,104.

(c) Guier v. O'Daniel, 1 Binn. 349, n. a.

(d) Cumner v. Milton, 2 Salk. 528; Woodend v. Paulsbury, 2 Ld. Raym.

1478; Potinger v. Wightman, 3 Meriv. 67; Holyoke v. Haskins, 5 Pick. 20. See Story's Confl. of Laws, § 46, n. (2).

(e) Potinger v. Wightman, 3 Meriv. 67; Holyoke v. Haskins, 6 Pick. 20. See Story's Confl. of Laws, § 46, n. (2).

1 But a change of the wife's abode alone changes neither the husband's nor the matrimonial domicil. Porterfield v. Augusta, 67 Me. 556; Scholes v. Murray, etc. Co. 44 la. 190; Johnson v. Johnson, 12 Bush, 485.

2 In Scudder v. Union Bank, 91 U. S. 406, Hunt, J., said: "Matters bearing on the execution, the interpretation, and the validity of a contract are determined by the law of the place where the contract is made. Matters connected with its performance are regulated by the law prevailing at the place of performance." See also Bond v. Cummings, 70 Me. 125. Whether a sealed instrument, given in New York by the defendant to indemnify the plaintiff against liability as surety on an appeal bond given in Louisiana, imports a consideration absolutely or only prima facie must be determined by the law of Louisiana. Pritchard v. Norton, 106 U. S. 124. A., in Boston, wishing to pay his vendor, B., in Naples, procured of C. in London, through the latter's agent in Boston, letters of credit, and sent them to B., who on the strength of them drew on C, attaching to the drafts bills of lading. C, on accepting the drafts, sent the bills to A., who transmitted money through C.'s agent to meet the acceptances. C. became bankrupt, and paid dividends on the drafts, the balance being paid by B., and the latter being reimbursed by A. Held, in an action by A. to recover the monev paid to C.'s agent, A. having attached property of C. in Rhode Island, that the place of performance of C.'s implied contract to repay the money transmitted to meet the acceptances was in Boston, and therefore C. s discharge in bankruptcy at London was no defence. Goodsell v. Benson, 13 R. I. 225.

(f) See ante, volume i., book ii., chap. 2. Also, Arnold v. Richmond Iron Works, 1 Gray, 434; Orcutt v. Nelson, id. 636; Whiston v. Stodder, 8 Mart (La.) 96; Western v. The Genesee Mut. Ins. Co. 2 Kern. 268.

(g) Robinson v. Bland, 2 Burr. 1077; per Baldwin, J., in Strother v. Lucas, 12 Pet. 410, 436; Bell v. Bruen, 1 How. 169, 182; Le Breton v. Miles, 8 Paige, 261; Prentiss v. Savage, 18 Mass. 23;

Percy v. Percy, 9 La. An. 185; Thompson v. Ketcham, 8 Johns. 189; Cox v. The United States, 6 Pet. 172; Fanning v. Consequa, 17 Johns. 511; Andrews v. Pond, 13 Pet. 66; Duncan v. Cannan, 7 De G., M. & G. 78, 31 Eng. L. & Eq. 443; Dacosta v. Davis, 4 N. J. 819; Lennig v. Ralston, 23 Penn. St. 137; Davis v. Clemson, 6 McLean. 622; Emerson v. Partridge, 1 Williams, 8; Penobscot R. R. Co. v. Bartlett, 12 Gray, 244.

Because the parties had their election to make the interest payable according to the law of either place; or, to express the same thing differently, they may lawfully agree upon the largest interest allowed by the law of either place, or any less interest. (h) 1

(h) This is the result arrived at after much consideration, by the Supreme Court of Louisiana, in Depau v. Humphreys, 20 Mart. (La.) 1. Mr. Justice Story, in his Conflict of Laws, discusses the question at great length, and with a citation of very numerous authorities, most of which are from the civil law, and comes to an opposite conclusion, if we understand him aright, although some statements might leave the matter in doubt. In reference to the case of Depau v. Humphreys, he says: "Another case has arisen of a very different character. The circumstances of the case were somewhat complicated, but the only point for consideration there arose upon a note, of which the defendants were the indorsers, and with the amount thereof they had debited themselves in an account with the plaintiff; and which they sought now to avoid upon the ground of usury. The note was given in New Orleans, payable in New York, for a large sum of money bearing an interest of ten per cent., being the legal interest of Louisiana, the New York legal interest being seven per cent. only. The question was whether the note was tainted with usury, and therefore void, as it would be, if made in New York. The Supreme Court of Louisiana decided that it was not usurious; and that although the note was made payable at New York, yet the interest might be stipulated for either according to the law of Louisiana or according to that of New York. The court seem to have founded their judgment upon the ground, that in the sense of the general rale already stated, there are or there may be two places of contract; that in which the contract is actually made, and that in which it is to be paid or performed; Locus, ubi contractus celebratus est; locus, ubi destinata solutio est; and therefore, that if the law of both places is not violated, in respect to the rate of interest, the contract for interest will be valid. In support of their decision the court mainly relied upon the doctrines supposed to be maintained by certain learned jurists of continental