Sec 875

In respect to negotiable paper, the limitations of capacity are not ubiquitous;2 formalities are regulated by the lex loci actus;3 the duties of acceptor and maker are determined by the law of the place of payment;4 days of grace, interest, demand, protest, and notice are determinable by the same law;5 and so of defences that go to the merits.6 The lex fori determines questions of process.7 Where a note is payable at a particular time and place, the plaintiff may maintain his action without proving a demand at the time and place designated. Tender, in such cases, is a matter of defence.8

Sec 875a

Insurance policies are ordinarily governed by the law of the principal place of business of the company issuing the policy, though it is otherwise when the insurance is effected by local agents with power to act.9 Suits for premium are governed by the law of the place of paying the premium, which, unless otherwise designated, is the domicil of the insured.10

Sec 876

The interpretation of a bill of lading, so far as concerns its intrinsic qualities, is for the place of the carrier's principal office; and such, also, is the rule with regard to the construction of contracts limit-ing the carrier's liability for negligence.11 The law of the place of performance, however, determines the conditions of performance.12 agreement; process by lex fori; mode of performance by lex loci solutionis.

Distinctive rule as to negotiable paper.

Distinctive rule as to insurance.

Distinctive rule as to common carriers.

1 Ibid. sec 428; supra, sec 631, 637.

2 Wh. Con. of L. sec 447. 3 Ibid. sec 448.

4 Ibid. sec 450-3.

5 Ibid. sec 452 et seq.

6 Ibid. sec 462 a. 7 Ibid. sec 462.

8 Fleming V. Potter, 7 Watts, 380; infra, sec 970 et seq.

9 Wh. Con. of L. sec 465; supra, sec 670. 10 Ibid. sec 467.

11 Wh. Con. of L. sec 471 et seq. 12 Ibid. sec 473 a.

Sec 877

It is not to be expected that a vendor of goods should carry them about until he finds out the purchaser. It is sufficient for him to apply to the purchaser for directions as to the mode of delivery, and placing the goods in this channel will be an adequate delivery.1 Hence delivery of the goods to a carrier, whether such carrier be expressly designated by the purchaser, or his selection be in accordance with the usual course of business under such circumstances, is delivery to the purchaser.2 The property, it is held, on due delivery to the proper carrier, becomes the property of the purchaser, subject only to the vendor's right of stoppage in transitu.3 On the other hand, in order to work such transfer of property, it is not necessary that any particular carrier should be selected by the purchaser. It is enough if there be a general order, express or implied, to forward by rail or boat, as the case may be.4 It makes, also, no difference which party pays the freight.5 But the vendor, in delivering the goods to the carrier, must take such precautions, and guard the transaction with such receipts, as will give the purchaser due proof, if it become necessary for him afterward to sue the purchaser.6 - The vendor may expressly stipulate that the carrier shall act as his agent, and that there shall be no delivery till the goods reach the purchaser's hands.1 And while a delivery to the purchaser's own ships is a delivery ordinarily to the purchaser, the vendor may, by special agreement, reserve to himself in such cases the jus disponendi.2 Delivery, however, may be inferred from proof that the vendor acted, in thus shipping the goods, as agent for the purchaser, and did not intend to retain control over the property.3

On contract for sale of goods, delivery maybe to purchaser's carrier.

1 Supra, sec 871 et seq.; Benj. on Sales, 3d Am. ed. sec 693; Leake, 2d ed. 854; Leather Cloth Co. V. Hieronymus, L. R. 10 Q. B. 140.

2 Wh. Con. of L. sec 417, 486; Dun-lop V. Lambert, 6 Cl. & F. 600; Norman V. Phillips, 14 M. & W. 277; Wait V. Baker, 2 Ex. 1; Dutton V. Solomon-son, 3 B. & P. 582; Woolsey V. Bailey, 27 N. H. 217; Garland V. Lane, 46 N. H. 245; Arnold V. Prout, 51 N. H. 587; Strong V. Dodds, 47 Vt. 348; Finch V. Mansfield, 97 Mass. 89; Johnson V. Stoddard, 100 Mass. 306; First Nat. Bk. V. Crocker, 111 Mass. 166; Suit V. Woodhall, 113 Mass. 391; Hall V. Gaylor, 37 Conn. 550; Waldron V. Romaine, 22 N. Y. 368; Rodgers V. Phillips, 40 N. Y. 519; Wilcox Co. V. Green, 72 N. Y. 17; Higgins V. Murray, 73 N. Y. 252; Glen v Whitaker,.

51 Barb. 451; Magruder V. Gage, 33 Md. 344; Diversy V. Kellogg, 44 Ill. 114.

3 Dolan V. Green, 110 Mass. 323; Backman V. Jenks, 55 Barb. 469: Hyde V. Goodnow, 3 N. Y. 266.

4 Benj. ut supra, sec 399, note; Garland V. Lane, 46 N. H. 245; Arnold V. Prout, 51 N. H. 587; Finch V. Mansfield, 97 Mass. 89; Suit V. Woodhall, 113 Mass. 391; Schlesinger V. Stratton, 9 R. I. 678; Mack V. Lee, 13 R. I.; Backman V. Jenks, 55 Barb. 469; Hyde V. Goodnow, 3 N. Y. 266; Watkins V. Paine, 57 Ga. 50.

5 Ibid.; Dutton V. Solomonson, 3 B. & P. 584; Ranney V. Higby, 5 Wis. 62.

6 Infra, sec 879; Buckman V. Levi, 3 Camp. 414; Alexander V. Gardner, 1 Bing. N. C. 671.

1 Infra, sec 880; Ibid.; Benj.on Sales, 3d Am. ed. sec 392, 395, 399; Wait V. Baker, 2 Ex. 1; Turner V. Liverpool Docks, 6 Ex. 543.

2 Turner V. Liverpool Dock Trustees, 6 Ex. 543; Ellershaw V. Magniac, 6 Ex. 570; Brandt V. Bowlby, 2 B. & Ad. 932; Moakes V. Nicolson, 19 C. B. N. S. 290; Schotsmans V. R. R., L. R. 2 Ch. Ap. 332.

3 Benj. on Sales, ut supra; Van Cas-teel V. Booker, 2 Ex. 691; Brown V. Hare, 4 H. & N. 822; Joyce V. Swan, 17 C. B. N. S. 84; Moakes V. Nicolson, 19 C. B. N. S. 290.

In Bullock V. Stcherge, U. S. Dist. Ct. Iowa, 16 West. Jur. 354, we have the following from McCrary, J.: "Again, Benjamin, sec. 804: A delivery of goods to a common carrier for conveyance to the buyer is such a delivery of actual possession to the buyer, through his agent, the carrier, as suffices to put an end to the vendor's lien.' Citing a large number of authorities. See also sec. 675.

"Again, Benjamin, sec. 181, says: 'It is well settled that a delivery of goods to a common carrier, a fortiori to one specially designated by the purchaser for a conveyance to him or to a place designated by him, constitutes an actual receipt by the purchaser. In such cases the carrier is in contemplation of law the bailee of the person to whom, not by whom, the goods are sent, the latter in employing the carrier being considered as the agent of the former for that purpose. It must not be forgotten that the carrier only represents the purchaser for the pur-pose of receiving, not accepting the goods. The law of the United States is the same. Cross V. O'Donnell, 44 N. Y. 661; Canlkins V. Hellman, 47 N. Y. 449. Citing a large number of English and American cases in note "G."'

"In note 'G' it is said: 'It is not necessary that the purchaser should employ the carrier personally or by some other agent than the vendor. We see no reason why a delivery to a warehouseman should not have the same effect. Merchant V. Chapman, 4 Allen, 362; Hunter V. Wright, 12 Allen, 548-550. The doctrine in section 181 is repeated with some emphasis in section 693. In Philips V. Bistolli, 2 B. & C. 511, the court say: " To satisfy the statute there must be a delivery of the goods by the vendor with intention of vesting the right of possession in the vendee, and there must be an actual acceptance by the latter with an intention of taking to the possession as owner." Id. 142. And in note G-: "A mere delivery is not sufficient; there must further be an acceptance and receipt by the purchaser, else he will not be bound." Citing Shepherd V. Pressey, 32 N. H. 57. Again in the same note: