Coral Gables, Inc. v. Aldo F. Christopher

• Decision Date: 05 January 1937
• Parties: CORAL GABLES, INC. v. ALDO F. CHRISTOPHER
• Court: Vermont Supreme Court

189 A. 147

108 Vt. 414

CORAL GABLES, INC. v. ALDO F. CHRISTOPHER

Supreme Court of Vermont

January 5, 1937

November Term, 1936.

Florida Note with "Seal" Printed After Signature---Conflict of Laws---Law Determining Rights of Parties Under Note---Remedy Determined by Law of Forum---Statute of Limitations Affects Remedy---Law Governing Validity of Seal---Specialty Defined---Seal at Common Law---Construction of Statutes---Intention of Lawmaker---Statutes in Derogation of Common Law---Not Changed by Doubtful Implication---Expansion of Intent of Legislature by Court---P. L. 35 Con- strued---Applicability Where Seal Not Required---Six-year Statute of Limitations Applicable---Effect on Note of Determination Statute Applicable.

1. The rights of the parties under a note are to be established by the laws of the state in which it is executed, but when a plaintiff seeks a remedy in this State and under our laws he must abide by our laws.

2. Whatever pertains to the remedy is to be determined by the law of the forum alone, because each state regulates its own jurisprudence in its own way and has its own way of enforcing rights and redressing wrongs, depending in no way upon what the parties have agreed to, but only upon the policy of the law of the forum as a matter of its internal police.

3. The statute of limitations affects the remedy only, and the question whether an action is barred thereby is to be determined by the law of the forum.

4. Where the validity of a seal affects the obligation of the contract sued on, and this is the question to be passed upon it is to be decided by the lex loci contractus, but where the remedy sought on such contract depends upon the question whether it is sealed or unsealed, the sufficiency of the seal is to be tested by the lex fori.

5. A specialty in a common law sense is a writing sealed and delivered.

6. The common law required that a seal be of wax or a wafer or something that would take an impression, and the word "seal" after a signature is not enough to make an instrument a specialty at common law.

7. That the intention of the lawmaker constitutes the law is the pole star in the construction of a statute.

8. Statutes in derogation of the common law are to be strictly construed and no cases can be brought within them except such as come within their terms with imperative necessity.

9. The rules of the common law are not to be changed by doubtful implication, nor overturned except by clear and unambiguous language.

10. It is not the function of the court to expand the intent of the Legislature and by construction make it apply to and affect cognate and related cases not within the terms of the act construed.

11. P. L. 35, providing that when the private seal of a person or corporation is required on an instrument or writing to make such instrument or writing legal and valid such seal shall consist of "an impression * * * or the word 'seal' or the letters 'L. S.' opposite the signature," does not apply to a note not required to be under seal and so not within the terms of the act.

12. In action on a note executed in Florida more than six years prior to bringing of suit, on which the printed word "seal" appeared after the signature, six-year statute of limitations held to be well pleaded on plaintiff's exception to overruling of demurrer.

13. Determination that suit on note was barred in Vermont by statute of limitations does not affect its validity as an outstanding obligation or its enforceability in any other jurisdiction.

ACTION OF CONTRACT on promissory note. Plea, the statute of limitations. Plaintiff demurred. Heard on demurrer at the June Term, 1936, Caledonia County, Sherman, J., presiding. Demurrer overruled, plea adjudged sufficient, and judgment for the defendant. The plaintiff excepted. The opinion states the case.

Judgment affirmed.

Theriault & Hunt for the plaintiff.

Searles & Graves for the defendant.

Present: POWERS, C. J., SLACK, MOULTON and SHERBURNE, JJ.

OPINION

POWERS

The plaintiff seeks to recover on a promissory note executed in Florida on October 30, 1925, on which the last payment was made on September 3, 1926. The suit was brought on June 12, 1935. The complaint counts upon the note and contains a copy of it. The defendant's answer sets up our six-year statute of limitations as a bar to the action. To this answer, the plaintiff demurs.

There appears on the face of the note after the defendant's signature, the printed word "seal" in parentheses. The only question for our consideration is whether this is enough to make the note a specialty within the meaning of P. L. 1645.

The plaintiff claims that this question is to be determined by the Florida law and not by ours, and that, for this reason, the plea is not sufficient. The defendant insists that the question must be decided by the laws of this State. We agree with the defendant on this point. The note is, of course, a Florida contract; and the rights of the parties thereunder are to be established by the laws of that state. Resource Holding Co. v. Schoff's Est., 105 Vt. 144, 145, 163 A. 768. But the plaintiff seeks its remedy in this State and under our laws. Having appealed to our laws, it must abide by our laws. Whatever pertains to the remedy is to be determined by the law of the forum alone. This is so because each state regulates its own jurisprudence in its own way. It has its own way of enforcing rights and redressing wrongs. This in no way depends upon what the parties have agreed to, but to the policy of the law of the forum as a matter of its internal police. The statute of limitations affects the remedy only, and the question whether this action is barred thereby is to be determined by the law of this State. Pickering v. Fisk, 6 Vt. 102, 108; Cartier v. Page, 8 Vt. 146, 150; Graves v. Weeks , 19 Vt. 178, 181; Sisson v. Niles, 64 Vt. 449, 450, 24 A. 992; Wetmore's Admr. v. Karrick, 95 Vt. 318, 319, 115 A. 234; Restatement, Conflict of Laws, § 603.

So, too, in cases where the validity of a seal affects the obligation of the contract sued on, and this is the question to be passed upon, it is to be decided by the lex loci contractus, Restatement, Conflict of Laws, § 335; but where the remedy sought on such contract depends upon the question whether it is sealed or unsealed, the sufficiency of the seal is to be tested by the lex fori. Mandru v. Ashby, 108 Md. 693, 71 A. 312, 314; Andrews v. Herriot, 4 Cow. 508; Woodbury v. U. S. Casualty Co., 284 Ill. 227, 120 N.E. 8, 13; Williams v. Haines, 27 Iowa 251, 1 A. R. 268; Kirsch v. Lubin, 131 Misc. 700, 228 N.Y.S. 94; Bank of U. S. v. Donnally, 8 Pet. 361, 8 L.Ed. 974, 978; Le Roy v. Beard, 8 HOW 451, 12 L.Ed. 1151, 1158; 3 Beale, Conflict of Laws, 1620, 1621.

That the instrument before us is not a common law specialty seems plain enough. A specialty in a common law sense is a writing sealed and delivered--a contract under seal. Brainerd v. Stewart, 33 Vt. 402, 404. The common law required that a seal be of wax or a wafer or something which would take an impression. The word "seal" after a signature is not enough to make the instrument a specialty at common law. Beardsley v. Knight, 4 Vt. 471, 479. It is quite true that the ancient dignity and importance of a seal has been much affected by statutes and long usage in some of the states, and the seal has been wholly abolished in others. Our own Legislature has modified the law of seals since the case last cited was decided. P. L. 35 provides that when the private seal of a person or corporation is required on an instrument or writing to make such instrument or writing legal and valid, such seal shall consist of "an impression * * * or the word 'seal' or the letters 'L. S.' opposite the signature."

The question before us comes down to a proper construction of this statute.

The defendant contends that it means just what it says; that is, that the word "seal" added to the signature is a valid seal only when it appears on an instrument which the law requires to be executed under the seal of the signer, like a deed, for instance. The plaintiff maintains that the section means just what it would if it read, "when the private seal of a person * * * is required on an instrument or writing to make such instrument or writing legal and valid as a sealed instrument," etc.

That this statute is in derogation of the common law is plain enough, for it changes that law to a material extent at least. How far it changes it is the question we must decide. This depends upon the intention of the Legislature as expressed in the act creating the change. That "the intention of the lawmaker constitutes the law," Atkins v. Fiber Disintegrating Co., 18 Wall. 272, 21 L.Ed. 841, 844, is a terse and familiar statement of the rule governing the construction of statutory law. It is the pole star in the construction of a statute. Simonds v. Powers' Est., 28 Vt. 354 355. To aid in ascertaining that intention, certain rules have been adopted, one of which, predicated upon what is regarded as a matter of wise policy, is that statutes in derogation of the common law are to be strictly construed. While it is true that Judge Rowell in Dewey v. St. Albans Trust Co., 57 Vt. 332, 337, says that this rule has been considerably relaxed in modern times, and even suggests a doubt of its application in this jurisdiction, he immediately...