The following opinion was filed February 2, 1904:
SrEBKOKER, J.A rehearing is asked in this case upon the grounds: (1) That the court mistook what are the undisputed facts of the case; and (2) that the decision is con*354trary to tbe established rule of law as recognized in tbe case of Seamans v. Knapp-Stout & Co. Co. reported in 89 Wis, 171, 61 N. W. 757.
It is insisted that tbe statements in tbe opinion referring to tbe time and place of meeting as 'incidental to tbe main objects of tbe transaction, and that “all further acts or dealings [after delivery] required by tbe contracts were to be performed in tbe state of Massachusetts,” are erroneous. It is claimed that these assertions are'refuted by tbe facts, in that such meeting was pursuant to an arrangement between tbe parties, and that tbe negotiations covering tbe transaction were in fact consummated on Monday succeeding tbe Sunday when tbe notes were executed and delivered. This contention is based on a misconception of tbe main purposes and objects of tbe parties. It is obvious that tbe place of meeting was a mere incident to tbe transaction, and was at a place which incidentally happened to be convenient to all. If circumstances bad favored another place and state for such meeting, no doubt such place would have been selected. Tbe claim that tbe court erroneously assumed that “all further acts or dealings required by tbe contracts were to be performed in tbe state of Massachusetts” misinterprets the terms of tbe decision, by applying this assumption to tbe transactions of tbe sale and conveyance of tbe lands, instead of restricting it to tbe notes, tbe only contracts involved in this suit. Under tbe facts, there is no room for question on this subject. Tbe undisputed facts and the finding of tbe jury show that tbe notes were made, executed, and delivered on Sunday; that plaintiffs bad possession of them from that day; and that tbe only necessary step for full performance of tbe contracts evidenced by these notes, and expressed on their face, was payment at tbe time and place specified, namely, tbe plaintiffs’ office, in tbe city of Boston, Massachusetts.
*355It is strenuously insisted tbát tbe decision is in conflict witb tbe law as announced in Seamans v. Knapp-Stout & Co. Co. supra, and contrary to tbe weight of adjudications. After a re-examination of tbe Seamans as well as tbe present case, we are reassured in tbe opinion.that tbe ruling is in accord witb tbe cases brought to our attention, and must stand as established by these and other cases. Tbe Seamans Case presented a dispute between an insflrance company of this state and tbe assured residing here, concerning insurance contracts negotiated by foreign agents to insure property without this state. Tbe question litigated was whether tbe contracts were in fact made within this state or not. It was determined before tbe trial court that tbe contracts were made and delivered in this state, where tbe parties resided, and where tbe contracts were to be performed, and sought to be enforced. Tbe question of tbe validity of a contract made in one state or country, to be performed in another, did not arise, and , consequently was not decided. It -is, however, claimed that tbe court, in its opinion, adopted tbe rule expressed in tbe excerpt from tbe opinion in tbe case of Scudder v. Union Nat. Bank, 91 U. S. 406, when it declared:
“Much of tbe seeming conflict in tbe adjudications upon tbe subject of iex loci contractus will disappear by carefully discriminating as to tbe precise nature of tbe issues and matter under consideration. Thus it has been held by tbe supreme court of the United States that matters bearing upon tbe execution, interpretation, and validity of a contract are determined by tbe law of tbe place where it is made. Matters connected witb its performance are regulated by tbe law prevailing at tbe place of performance. Matters respecting the remedy depend upon tbe law of tbe place where the suit is brought.”
Much stress is laid in argument on tbe point that this is tbe only authoritative declaration by this court on tbe subject, and that it conflicts witb tbe doctrine in tbe present *356case. Tbe cases in tbis court do not sustain tbis contention. In Fisher v. Otis, 3 Pin. 78, tbis court, speaking on tbe subject, say:
“Tbe general rule unquestionably is that tbe lex loci con-tractus controls tbe nature, construction, and validity of tbe contract. . . . From tbis rule, however, contracts made in one country, but to be performed in another, have very generally been excepted. And tbe reason of tbe exception is that tbe parties are supposed to intend to be governed by tbe laws of tbe country where their contract is to be performed or to take effect.”
Tbis rule is recognized as tbe established law in Newman v. Kershaw, 10 Wis. 333, as well as Shores L. Co. v. Stitt, 102 Wis. 450, 78 N. W. 562; Bartlett v. Collins, 109 Wis. 477, 85 N. W. 703, and Second Nat. Bank v. Smith, 118 Wis. 18, 94 N. W. 664. In Bartlett v. Collins, tbis question was particularly considered and decided as a question necessarily involved in tbe case. It is there stated:
“As a general rule, tbe construction and validity of a purely personal contract depends on tbe law of tbe place where made. Story, Conflict.of Laws. If, however, tbe contract is made in one place, to be performed in another, then, as a general rule, tbe place of payment and performance is tbe place of tbe contract. [Citing authorities.] Tbis rule is founded on tbe idea that, in making a personal contract to be fully performed in another state, the parties must have bad that other state in mind.”
To show that tbe parties did not intend the place of performance to be tbe place of tbe contract, when void at tbe place of performance, it must clearly appear that they intended to be governed by tbe law of tbe place where it was made. No such evidence exists in tbis case. Since tbe place of performance or payment is expressed in tbe notes, tbe presumption, therefore, is that tbe parties contracted with reference to tbe law of that place. Tbe foregoing cases in tbis court were regarded as controlling and applicable to tbe pres*357ent case, and were not then, and are not now, considered to be at variance with the decision in Seamans v. Knapp-Stout Co. Co. 89 Wis. 171, 61 N. W. 757. The case of Scudder v. Union Nat. Bank, 91 U. S. 406, decided that where a bill of exchange had been drawn by a firm of Chicago, Illinois, upon a firm at St. Louis, Missouri, and there was a parol acceptance by a member of the St. Louis firm present in Chicago where the bill was drawn, the validity of such acceptance is governed by the place of acceptance. In passing opinion upon this question, the court stated the general rule quoted in the Seamans Case, without giving the well-established exception, generally recognized, but not involved in that decision nor in the Seamans Case. We must hold the decisions of this court upon the question now presented have accepted and adhered to the rule adopted by the court in this case, ■ namely, “When a contract is made in one state or country, to be performed in another state or. country, it is to be regulated by the laws of the place of performance, without regard to the place at which it was written, signed, or dated, in respect to its nature, validity, interpretation, and effect” (1 Daniel, Neg. Inst. § 865), unless it clearly appears that the parties intended the contract should be governed by the law of the place where it was made.
By the Oourt. — Motion denied.