The statutes of one state giving a right of action to enforce a penalty have no force in another ; Huntington v. Attrill, 146 U. S. 657, 13 Sup. Ct. 224, 36 L. Ed. 1123 ; Russell v. R. Co., 113 Cal. 258, 45 Pac. 323, 34 L. R. A. 747; Ferguson v. Sherman, 116 Cal. 169, 47 Pac. 1023, 37 L. R. A. 622 ; Commercial Nat. Bank v. Kirk, 222 Pa. 567, 71 Atl. 1085, 128 Am. St. Rep. 823.
So rights of action arising under foreign bankrupt, insolvent, or assignment laws are not recognized by a state when prejudicial to the interests of its own citizens; Warner v. Jaffray, 96 N. Y. 248, 48 Am. Rep. 616; In re Waite, 99 N. Y. 443, 2 N. E. 440; Barth v. Backus, 140 N. Y. 230, 35 N. E. 425, 23 L. R. A. 47, 37 Am. St. Rep. 545; Giman v. Lock wood, 4 Wall. (U. S.) 409, 18 L. Ed. 432.
A remedy special to a particular foreign state is not, by any principle of comity en forceable elsewhere and must be applied within the jurisdiction of the domicile of the corporation ; Fowler v. Lamson, 146 I11. 472, 34 N. E. 932, 37 Am. St. Rep. 163 ; Young v. Farwell, 139 Ill. 326, 28 N. E. 845; Tuttle v. Bank, 161 III. 497, 44 N. E. 984, 34 L. R. A. 750; National Bank of Auburn v. Dillingham, 147 N. Y. 603, 42 N. E. 338, 49 Am. St. Rep. 692; Marshall v. Sherman, 148 N. Y. 9, 42 N. E. 419, 34 L. R. A. 757, 51 Am. St. Rep. 654.
Generally, force and effect will be given by any state to foreign laws in cases where from the transactions of the parties they are applicable, unless they affect injuriously her own citizens, violate her express enact ments, or are contra bones mores.
The broad rule as to contracts is thus stated by Wharton (Confl. Laws § 401) "Obligations, iu respect to the mode of their solemnization, are subject to the rule Locus regit actum; in respect to their interpreta tion, to the leo loci contractus; in respect to the mode of their performance, to the law of the place of their performance. But the leo Pori determines when and how such laws, when foreign, are to be adopted, and in all cases not specified above, supplies the ap plicatory law." This rule is quoted by Hunt, J., in Scudder v. Bank, 91 U. S. 411, 23 L. Ed. 245. In a later part of his opinion, in the same case, he says : "Matters bearing upon the execution, the interpretation, and the validity of a contract are determined by the law of the place where the contract is made. Matters connected with its perform ance are regulated by the law prevailing at the place of performance. Matters respect
ing the remedy, such as the bringing of suits, admissibility of evidence, statutes of limita tions, depend upon the law of the place where the suit is brought. A careful con sideration of the decisions of this country and of England will sustain these positions;" cited in Milliken v. Pratt, 125 Mass. 374, 28 Am. Rep. 241, which is in turn cited in Prit chard v. Norton, 106 U. S. 124, 1 Sup. Ct. 102, 27 L. Ed. 104, where, in a suit on a bond executed in New York to indemnify the I plaintiff's intestate as surety in an appeal bond in a suit in Louisiana, the court defined the "seat of the obligation" and held the law applicable to be the leo loci solutionis which was the law of Louisiana; the leo boot con tractus was said to be a confusing phrase, because it is in reality the law not of the place of execution but of the seat of the ob ligation, and that might be either the place of execution or the place of performance.
Mr. Wharton expressed the rule in the fol lowing terms, in the second edition (1881) of his Confl. Laws § 401: "A contract, so far as concerns its formal making, is to be deter mined by the place where it is solemnized, unless the leo situs of property disposed of otherwise requires ; so far as concerns its interpretation, by the law of the place where its terms are settled, unless the parties had the usages of another place in view ; so far as concerns the remedy, by the law of the place of suit ; and so far as concerns its per formance, by the law of the place of perform ance." The criterion by which to ascertain wheth er a particular inquiry relates to the sub stance of the contract or the remedy merely is said to be : Suppose the legislature of the locus contractus to enact the law of the forum, making it applicable to the existing contract. If the result is that the obligation of the contract is either increased or im paired thereby, then the point to which the law of the forum relates is part of the obliga tion or substance of the contract and is not merely a matter of remedy, and the lex loci, not the lex fort, should control. If, on the other hand, the result is that the obligation of the contract is not at all affected, being neither increased nor diminished, then the inquiry relates to a matter of remedy only, and the lex fort should govern. 16 Harv. L. Rev. 262.