makes an indorsement on it declaring his wife the beneficiary. He moves to Nova Scotia and there purports to revoke it, and dies there. Now, no matter what law is applicable to the policy, that is, the contract of insurance between the company and the insured, the law of Manitoba as to the effect of the indorsement, and the law of Nova Scotia as to the validity of the revocation, must be considered, and as they are or may not be attributable to the intention of the contracting parties, different considerations are bound to arise.

In many cases, too, if the law of one Province is held to govern the contract as a matter of intention, it must be decided (1) whether stipulations in the contract govern which are valid there, but not where the action is brought; (2) whether the legislation of the Province attaches consequences to the contract unknown where it was made, or not forming part of the contract; and (3) whether rights given by that legislation to others besides the contracting parties are effective.

In the first case reference may be made to the case already cited of Hamlyn v. Talisker, [1894] A. C. 202. There an agreement in the contract provided for a reference of any dispute to arbitration by two members of the London Corn Exchange. It was decided that English law applied so far as this provision was concerned, and it was conceded that in Scotland such a provision was invalid. It was held that the Scotch Courts were bound to give effect to the arbitration clause, because, as pointed out by Lord Watson (p. 211), the jurisdiction was not ousted by such a stipulation. It deprived the Court of jurisdiction as to the merits of the case, but left it free to entertain it and to pronounce a decree in conformity with the award, or if the arbitration proved abortive, to hear and determine the action upon the merits. This is an important decision because it draws a distinction (which ought to be ever present in deciding such a point) between the remedy and the rights of the parties, and declares that the latter, as established by the contract, must prevail over the question of the procedure of the Courts. A fair deduction from it is that the law of the contract is binding upon the Court which enforces it as part of, and indeed the evidence of, the intention of the parties

The second question is the subject of more authority. Speaking generally, the law to which the parties have submitted or that which, by intention, they are held to have adopted, will govern them. A familiar instance is the law of limitation of action, which is treated in Don v. Lippman, 5 Cl. & F. 1, as affecting the remedy and as part of the lex fori. This reason has been given effect to in Finch v. Finch, 35 L. T. 235; Alliance Bank of Simla v. Carey, 5 C. P. D. 429; Ferguson v. Fyffe, 8 Cl. & F. 121.

In Auber v. Steiner, 2 Bing. N. C. 202, the qualification was pointed out that if the Statute of Limitation extinguished not only the right of action but the claim or title itself, then, and apparently only, if the parties were resident in the jurisdiction during all that period, so that the limitation has actually operated, it becomes part of the construction of the contract.

This qualification is not consistent with later cases. In Chatenay v. Brazilian Submarine Telegraph Co., [1891] 1 Q. B. 70, and in Jacob v. Credit Lyonnais, 12 Q. B. D. 589, the construction of the contract and its effect were held to be such an interpretation as would be put upon it according to the law which was held to govern it, having regard to the intention of the parties.

Another illustration is the effect of a discharge in bankruptcy releasing the obligation created by the contract (again affecting the remedy). In Ellis v. McHenry, L. R. 6 C. P. 228, this was held effective because binding on the Court, though elsewhere it would not be so if the governing law had not been submitted to. (See Gibbs v. Société Industrielle, 25 Q. B. D. 399.) In Lloyd v. Guilbert, L. R. 1 Q. B. 127, the plaintiff's claim was held to be barred by French law, to which the parties were held to have submitted themselves.

These cases do not directly involve the proposition that every enactment of the country whose law governs must bind the parties if it affects the remedy only.

But the decisions in Citizens Ins. Co. v. Parsons, 7 App. Cas. 96, Dobie v. Temporalities Board, ib. 136, and Re Berryman, 17 P. R. 537, appear to establish the principle that when jurisdiction is once agreed to (intention in that respect

governing), conditions annexed to the contract are binding. Examples may be found in the Manitoba statute 58 & 59 V. c. 21, s. 2, making all insurance moneys payable in that Province, and the Ontario statute R. S. O. 1897 c. 203, s. 143, which provides that the construction of contracts deemed by virtue of that Act to be Ontario contracts, should be according to the law of this Province, which makes the insurance moneys payable here. Of course, a contract not coming within the exact provisions of that clause would not be governed by it, but if the Court should hold that it was the intention that Ontario law should govern the contract, then its construction would be consistent with the purpose of the enactment. In such a case, the moneys would be payable not in Ontario, but where the contract provided; but the consequences of non-payment, if proved, would be such as Ontario law provided.

Re Berryman, 17 P. R. 537, though dealing with the payment of insurance moneys after the policy has become a claim, is a most important decision. Its effect is that Ontario legislation has provided a special mode for dealing with infants' shares in insurance moneys, and has ousted the rules of private international law on this subject, which would otherwise have given the moneys to the foreign tutrix.

It may then be fairly concluded that if, by intention, Ontario law applies, the various enactments adding obligations or annexing rights or disabilities to the contract, are part of the contract when enforced here.

The third proposition is less clear, as it raises the question whether rights given to others, some of them strangers to the contract, apply to or affect the parties to the contract.

Assignments of policies, declarations creating beneficiary rights, the title taken by purchasers, etc., are the most frequent examples of such interests. In Lee v. Abdy, 17 Q. B. D. 309, the Queen's Bench Division came to the conclusion that an assignment of an English policy was governed by the law of Cape Colony, where the assignment was made. This judgment proceeded upon the principle that the parties to the contract of assignment must have contemplated the application of the law of Cape Colony to it. In determining by what law its validity must be tested, it is evi

dent from the cases previously cited, that the intention of the parties settled the question. And in that case it determined it as between the assignor and the insurance company. In Toronto General Trusts Co. v. Sewell, 17 O. R. 442, Ferguson, J., followed Lee v. Abdy, and held that indorsements made in Ontario and under Ontario legislation affected the insurer. But the cases lack one element in common. It cannot be said that a declaration under the Ontario Act giving rights to a beneficiary, who perhaps knows nothing about it, can be governed by the law of intention. The insured executing the declaration is doing an act with intent that it shall be effective, but while he may intend it to operate under the law of the country where he then is, he may equally intend it to operate under foreign law. The difficulty is that he is creating rights as against the insurer who is not a party to his act. In Lee v. Abdy, Mr. Justice Wills supports his view by asserting that the original parties must be taken to have contracted subject to the incident that an assignment of the policy might be made anywhere, and that it would be governed by the law of that place. This seems to defeat the application of the real doctrine of intention, for if A. agree to pay B. on the happening of a certain event, and the Court looking at all the circumstances comes to the conclusion that the contract inter partes is governed by Ontario law, it is inconsistent with that to hold that at the same time they contemplated that the payee might give rights to one ascertained not by Ontario law, but by the law of some other country. Mr. Justice Willes puts the point very clearly in the following passage from Lloyd v. Guilbert, L. R. 1 Q. B. at p. 120: "It often happens, however, that disputes arise, not as to the terms of the contract, but as to their application to unforeseen questions which arise incidentally or accidentally in the course of performance, and which the contract does not answer in terms, yet which are within the sphere of the relation established thereby and cannot be decided as between strangers. In such cases it is necessary to consider by what general law the parties intended that the transaction should be governed, or rather to what general law it is just to presume they have submitted themselves in the matter."

The cases of Lebel v. Tucker, L. R. 3 Q. B. 77, and Bradlaugh v. Du Rin, L. R. 3 C. P. 538, affirm that the original

contract cannot be varied by the law of any foreign country through which the instrument passes. The law applied as governing the interpretation of the contract was lex loci contractus, which was held to determine whether or not the indorsement in question operated as a transfer upon which the transferee could sue by that law. In the first case the contract was governed by English law, and the acceptor's bargain was, therefore, held to be that he would pay the holder who became such by an indorsement valid in England, though invalid according to the law of France where it was made. In the latter case, where French law applied, an indorsement, good by English but not by French law, was held not to give a right to the indorsee to sue in England.

These cases are not affected by the subsequent case of Alcock v. Smith, [1892] 1 Ch. 238, where the decision proceeds expressly on the title to the bill of exchange as a chattel, making the purchaser in a foreign country the lawful holder of it as a chattel, and therefore by English law entitled to sue. Story, in his work on the Conflict of Laws, puts it thus (8th ed., s. 317): He says: "For the transfer is not, as to the acceptor or the maker, a new contract, but it is under and a part of the original contract and springs up from the law of the place where the contract was made." Consistent with this is Lloyd v. Guilbert, L. R. 1 Q. B. 115, where the parties to a charterparty having submitted themselves to French law, the shipowner was held entitled to escape liability upon a bottomry bond [entered into by the master, his agent, and valid where it was made] because French law allowed him to set up as against it the right of abandonment. And in Hamlyn v. Talisker, [1894] A. C. 202, the law applicable to the contract being English, a provision invalid in the law of Scotland, where the contract was being enforced, was upheld. In Re Megret, [1901] 1 Ch. 547, Cozens Hardy, J., held that the exercise of a power, in pursuance of an English settlement, was governed by English law, although made by a domiciled French woman in France. Of course the law applicable to the contract, where it is a question affecting rights created by an act done in a foreign. country, must not be confounded with the law relating to the formalities of acts required to effectuate certain results. If a