John A. Tolman Co. v. Reed

• Decision Date: 23 November 1897
• Citation: 115 Mich. 71,72 N.W. 1104
• Court: Michigan Supreme Court
• Parties: JOHN A. TOLMAN CO. v. REED ET AL.

72 N.W. 1104

115 Mich. 71

JOHN A. TOLMAN CO. v. REED ET AL.

Supreme Court of Michigan

November 23, 1897

Error to circuit court, Kent county; William E. Grove, Judge.

Action by the John A. Tolman Company against Ransom Reed and another on a contract of guaranty. Judgment for plaintiff, and defendants bring error. Reversed.

Hatch & Wilson, for appellants.

Fletcher & Wanty, for appellee.

MOORE J.

This case involves the construction of a contract of guaranty. The case has been here before, and is reported in 69 N.W. 649, so that a full statement of facts will not be necessary. The contract was then held to be a valid one, but it was also held that the guarantors were not liable for indebtedness of Mr. Visner to the guarantees arising outside of his employment. In the last trial the judge followed the directions of this court, and the jury found in favor of the plaintiff. Defendants appeal.

The questions of fact in the second trial are the same questions that were involved in the first trial. It has been repeatedly held that this court will not review its previous decisions made in the same cause on the same state of facts. Mynning v. Railroad Co., 67 Mich. 677, 35 N.W. 811; Hickox v. Railway Co., 94 Mich. 237, 53 N.W. 1105; Bank v. Eberts, 96 Mich. 396, 55 N.W. 996. A new element, however, presents itself in the case, a question which was not raised when the case was here before. After the first trial in the lower court, and while the case was pending here, the supreme court of Illinois, in a similar case not then reported, held the guarantors not liable. John A. Tolman Co. v. Rice, 45 N.E. 496. It is now said that, notwithstanding this court has so construed the contract as to justify the action of the circuit court in the second trial, it ought to reverse its former decision, for the reason that the contract of guaranty is an Illinois contract, and should be construed according to the law of Illinois, as declared by the supreme court of the state. Is the contract an Illinois contract? It is dated in Chicago. It was signed in this state, and mailed to plaintiff at Chicago from Grand Rapids, and, by its terms the guarantors agreed that any amount which shall become due upon the contract shall be paid at the office of the plaintiff in Chicago. Its delivery was required before the plaintiff would enter upon its undertaking with Mr. Visner. We think it an Illinois contract. Baum v. Birchall (Pa.) 24 A. 620; Insurance Co. v. Simons, 52 Mo.App. 357; Milliken v. Pratt, 125 Mass. 374; Beach, Cont. 592. If the contract was a Michigan contract, we should still think our duty was to construe it as we did when it was here before. It was not then claimed that the contract was an Illinois contract, and invalid by the laws of Illinois, so that the question now presented to us is here for the first time.

The law is well settled that contracts must be construed and their validity determined by the law of the country where they were made, unless the contracting parties clearly appear to have had some other law in view. "If valid there, the contract is valid elsewhere, and, if void or illegal there it is void everywhere. This rule is founded not simply upon convenience, but in the necessities of nations and states for otherwise it would be impracticable for them to carry on an extensive intercourse and commerce with each other. The whole system of agencies, purchases, sales, mutual credits and of transfers of negotiable instruments rests on this foundation; and, in sustaining the principle, there seems to be a unanimous consent of all courts and jurists, foreign and domestic." Beach, Cont. � 590; Campbell v. Nichols, 33 N. J. Eq. 81; Guignon v. Trust Co., 156 Ill. 135, 40 N.E. 556. There are exceptions to this general statement, not necessary to mention now, for the reason that this case does not come within any of the exceptions.

Does the fact that this court would hold a Michigan contract...