The Federal Reporter with Key-Number Annotations, Volume 250: Cases Argued and Determined in the Circuit Courts of Appeals and District Courts of the United States, August-October, 1918. Page: 49
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GEORGE V. OSCAR SMITH & SONS CO.
Negotiations are frequently conducted by mail, the parties being in
and residing in different states. In such cases it may not only be diffi-
cult to determine where the contract was made, but it may be still more
difficult to determine the extent to which the law of the place of the
making should have an effect, when a conclusion is reached as to the
place of making Not infrequently the correspondence may suggest
other elements of more importance than the mere place of making, as
the situs of the securities offered, or a statement of the purpose for
which the money is to be used, or a reference to the law which it would
be necessary to consider.
The instruments evidencing the contract may be prepared in one
state and sent to another for execution, or prepared and signed in one
state and delivered through the bank or through the mails in another.
There are some generalizations in the law as announced by the cases,
to the effect that a contract will be held to have been executed--that
is, entered into-at the place where the last step necessary to its mak-
ing was taken. 39 Cyc. 902; Tilden v. Blair, 21 Wall. 241, 22 L. Ed.
632. There are also propositions to the effect that delivery may be
accomplished by placing the signed instrument in the mail, and that
the contract is regarded as made when it first takes effect so as to bind
both parties. 39 Cyc. 670. It is also said that if the place of mailing
and the place of payment are the same, the law of such place ordinarily
governs. Corpus Juris, vol. 8, p. 90, 151 ; Shoe, etc., Bank v. Wood,
142 Mass. 563, 8 N. E. 753. And it is said that, when the instrument
is signed in one state and delivered in another, the contract is made
in the latter. Perry v. Pye, 215 Mass. 403, 102 N. E. 653. It may be
that these rules would be of value in some cases; but where the inquiry
is as to what law should be regarded as the law with reference to which
the contract is made, they are too entirely artificial to be of any value.
Whenever technical legal propositions must be depended upon to de-
termine where a contract is made, the place of the making of the con-
tract becomes of even less importance than it would ordinarily be.
There are a large number of cases in which contracts formally made
in one place have had their validity determined by the law of another
place. All of the authorities cited in support of other propositions
made herein affirm the proposition that a contract may be valid, not-
withstanding the law of the place of the making, or may be void, not-
withstanding the law of the place of the making. The cases which
dogmatically assert that the law of the place of the making will de-
termine the validity or the invalidity of the contract can, ordinarily,
be sustained as to their result by the principles hereinafter discussed,
and are to be held correct, not because of the law of the place of mak-
ing, but because of the concurrence at that place of the situs of other
important elements which must be taken into consideration in deter-
mining the validity of the contract.
Every contract must be upon a good and sufficient consideration.
If the consideration is void, the contract will not be good. The con-
sideration is measured by the law of the place where it passed or had
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The Federal Reporter with Key-Number Annotations, Volume 250: Cases Argued and Determined in the Circuit Courts of Appeals and District Courts of the United States, August-October, 1918., legislative document, 1918; Saint Paul, Minnesota. (digital.library.unt.edu/ark:/67531/metadc38821/m1/64/: accessed October 23, 2017), University of North Texas Libraries, Digital Library, digital.library.unt.edu; crediting UNT Libraries Government Documents Department.