a date, as all policies do, unless by mere inadvertence. This date affords this evidence; for this word "date" is only another form of the Latin word "datum," which was always used in its place when contracts were written in Latin. The word "date" then means that the policy was given and received on that day; but it has been held that this evidence is not conclusive. It raises a presumption which is strong, but may be overcome by evidence, showing that the policy was given and received on another day, and it will then take effect from its actual making and delivery.

THE law of place sometimes comes into consideration. Here the most general rule is, that every contract is to be considered as made in accordance with the laws of the place where it is made, and is to be interpreted in conformity with them, and the place where a contract is made is the place where it becomes finally executed and valid. Thus if an insurance company has an agency in another state or country which is authorized to receive applications for insurance, but is not authorized to complete the contract, and must remit the applications to the company by whom alone it can be completed, it is held that the contract is made in the place where that company has its home, and is to be governed by the law of that place.1

delivery of a deed is presumed to have been made on the day of its date. But this presumption may be removed by evidence that it was delivered on some subsequent day; and when a delivery on some subsequent day is shown, the deed speaks on that subsequent day, and not on the day of its date."

1 Hyde v. Goodnow, 3 Comstock, 266; Western v. Genesee Mut. Ins. Co. 2 Kern. 258. In the first case an insurance company in New York had an agent in Ohio authorized to receive applications for insurance, but not to complete the contract. It was held, under these circumstances, that a policy issued by the company in New York to a person in

Ohio was to be governed by the laws of New York, and that a law of Ohio, declaring void all policies signed, issued, or delivered in the State by a company not chartered by a law of the State, or by a licensed agent, did not apply. Harris, J.: Before the company acted upon the propositions, and had agreed to insure, the transactions were wanting in that mutuality which is essential to a valid contract. But when the company, having received the applications accompanied with the notes, consented to insure, and issued its policies, what was before revocable became irrevocable, and invested with the attributes of a contract. If this be so, the contracts

If a corporation is established in one state, and has an agent in another state who is duly authorized to make insurance contracts, and is furnished with blank policies, signed by the officers of the company, in which it is declared that they shall not take effect until countersigned by the agent, a policy so countersigned and delivered is considered as a contract made in the latter state without any reference to the domicile of the corporation.1

Where the contract is made in one place, and is to be executed or take effect in another, the general presumption of the law undoubtedly is that the parties intended that the contract should be governed and interpreted by the law of the place where it is to go into effect. But the application of this rule to policies of insurance seems to require or to admit some qualification of it. There is at least a conflict of authority on this subject. By the word "coppered vessel" it appeared by evidence that one thing was meant in New York, and another thing in Boston. In New York it meant a vessel coppered down to the keel. In Boston it meant a vessel

are to be regarded as having been made when the company received and accept ed the defendant's applications, and issued and transmitted to him their policies. Of course they were contracts made in the State of New York, and not in Ohio. The insurance was not effected in Ohio, nor were the policies 'signed, issued, or delivered' there. The case, therefore, is not within the prohibitions of the statute." The second case is almost precisely the same. Johnson, J.: "The contract was consummated by the final assent on the part of the company, and upon that event, and not upon its delivery, became operative. The validity of the contract is, therefore, to be determined by the law of New York. Here it was made and here it was to be performed." See Wright v. Sun Mutual Ins. Co. of N. Y. U. S. C. C. Md. 6 Am. L. Reg. 485, 12 Cush. 422.

* In Hyde v. Goodnow, 3 Comst. 266, this point is remarked upon by the court: "It is a general rule of international law, that the rights of the parties to a contract, as distinguished from their remedies, are to be determined by the law of the place where the contract is to be performed. If a contract be made in one state or country, and it appears upon its face that it is to be performed in another, it will be presumed that the contract was entered into with reference to the laws of the latter, and those laws will be resorted to in ascertaining the validity, obligation, and effect of the contract." 2 Pars. Cont. (5th ed.) 583 et seq. An exception, however, to this rule exists where the contract is declared void by the law of the state or country in which it is made, but would be valid in the place where it is to be performed. In such a case the contract cannot be enforced in either

1 Heebner v. Eagle Ins. Co., 10 Gray, place. Hyde v. Goodnow, supra.

143.

in which the keel was coppered as well as the bottom planking. The difference perhaps arising from the fact that Boston vessels were then more commonly than New York vessels sent to navigate tropical waters where worms are more destructive and dangerous. The insurance was effected by means of a letter written in New York to Boston. The ship belonged in New York, and the owner lived there. The letter described the ship as a coppered vessel, and the Supreme Court of the United States held that the phrase should be construed in the New York sense,1 overruling the decision of Judge Story that the phrase should be interpreted as it was understood in the place to which it was written, and in which the insurance was effected. It is easy to suppose cases in which this ruling would seem to work injustice. Let us suppose that a merchant in Calcutta writes to Boston requesting insurance of his vessel, and in his letter uses phrases in the description of his vessel which have a definite, reasonable, and well-established meaning in Boston, and which phrases would not of themselves suggest to any one that they had any other meaning anywhere. The insurance is made as requested on the description in the letter, would it be thought right to attach to the policy a very ferent meaning which these words had at Calcutta?

dif

It should, however, be remarked that Judge Story had before this case had one before him for his decision, which arose on a policy of insurance which had been effected in Boston on a letter from the British Provinces, and in which case the question of seaworthiness arose, and it was proved that sea-worthiness meant one thing in Boston and another thing where the vessel belonged. The Judge here decided that insurers should be presumed to know what constituted sea-worthiness at the port at which the vessel they insured belonged, and that the meaning of the word at that port should prevail in the construction of the policy. The Supreme Court in the case of the coppered vessel approved of this decision, and held that the principle of it applied as strongly to a representation.2

1 Hazard's Adm. v. New England Mar. Ins. Co., 8 Peters, 557, overruling same; 1 Sumner, 218.

2 Tidmarsh v. Washington Fire & Mar. Ins. Co., 4 Mason, 442. The insurance was in this case made in Bos

ton upon a British vessel belonging to the port of Halifax in Nova Scotia. The court say: "If the Boston standard of sea-worthiness should essentially differ from that in Halifax in respect to equipments for a South American voy

SECTION XII.-What Questions of Construction are for the Court, and what for the Jury.

THE question of construction of written papers is always in all its parts a question of law for the court; but it is sometimes not

easy to draw the dividing line between the law and the fact in questions of construction. Thus, if there be technical words of which the meaning is disputed, and experts are called to determine this meaning, what the words mean is a question of fact for the jury, but the effect of this or that meaning on the instrument is matter of law for the court, and they would generally instruct the jury that with one meaning of the words in dispute the instrument has this force and effect, and with another meaning, that force and effect.1

The case of Lloyd v. Maund, 2 T. R. 760, seems contra, but that case was substantially overruled in Morrell v. Frith, 3 M. & W. 402. "If I am called on to give an opinion," said Parke, B., "I think the case of Lloyd v. Maund is not law." Where the evidence of a contract consists in part of written evidence and in part of oral communications or other unwritten evidence, it is left to the jury to determine upon the whole evidence what the contract is. Morrell v. Frith, 3 M. & W., per Lord Abinger; Edwards v. Goldsmith, 16 Penn. St. 43; Bomeisler v. Dobson, 5 Whart. 398.

Milson v. Hartford 8 M. & W. 806, that evidence is to be considered by the 825. jury; and the province of the court will then be, to instruct the jury what will be the legal effect of the contract or instrument, as they shall find the meaning of the word modified or explained by the usage. But when no new word is used, or when an old word, having an established place in the language, is not apparently used in any new, technical, or peculiar sense, it is the province of the court to put a construction upon the written contracts and agreements of parties, according to the established use of language, as applied to the subject-matter, and modified by the whole instrument, or by existing circumstances." Per Shaw, C. J., in Eaton v. Smith, 20 Pick. 150; Burnham v. Allen, 1 Gray 496; Brown v. Orland, 36 Maine 376. See also Armstrong v. Burrows, 6 Watts, 266, per Gibbs, C. J.

The court decides on the sense and construction of the common words and phrases of the language, where no peculiar meaning is proved. There is therefore no occasion for evidence of such meaning, since this meaning is presumed to be known to the courts. The meaning of technical words, or common words and phrases used in a technical or local sense, and of words other than the common words of the language, is for the jury. "When a new and unusual word is used in a contract, or when a word is used in a technical or peculiar sense, as applicable to any trade or branch of business, or to any particular class of people, it is proper to receive evidence of usage to explain and illustrate it, and

So the reasonableness of a usage may be a question for the court, but whether the usage in question comes within the general construction of reasonableness is generally for the jury. See ante, p. 103, n. 1; Ougier v. Jennings, 1 Campb. 505, n.; Carter v. Boehm, 3 Burr. 1905; Simons v. Boydell, Doug. 255; Eyre v. Mar. Ins. Co., 6 Whart. 247, 5 S. &. W. 116.

1 Armstrong v. Burrows, 6 Watts, 266; Cabarga v. Seeger, 17 Penn. St. 514; Jackson v. Ransom, 18 Johns. 107;