which the appeal is made. This rule is clearly laid down in The British Linen Co. v. Drummond [(1830), 10 B. & C. 903]; De la Vega v. Vianna [(1830), 1 B. & Ad. 284], and in Huber v. Steiner [(1835), 2 Bing. N. C. 202]."-Don v. Lippmann (1837), 5 Cl. & F. 1, at p. 13, Lord Brougham. "As to contracts merely personal, I apprehend it to be a general rule, that questions relating to the validity and to the interpretation of a contract, are to be governed by the law of the country where the contract was made, and that if a remedy for the nonperformance of a contract is sought in another country, the mode of suing, and the time within which the suit must be brought are to be governed by the law of the country in which the action is brought."-Cooper v. Waldegrave (Earl) (1840), 2 Beav. 282, at p. 284, Lord Langdale, M. R. "When the Courts of one country are called upon to enforce contracts entered into in another country, the question to be considered is not merely whether the contract sought to be enforced is valid according to the law of the country in which it was entered into, but whether it is consistent with the law and policy of the country in which it is sought to be enforced. A contract may be good by the law of another country, but if it be in breach, fraud, or evasion of the law of this country, or contrary to its policy, the Courts of this country cannot, as I conceive, be called upon to enforce it."-Hope v. Hope (1857), 8 D. M. & G. 731, at p. 743; 26 L. J. Ch. 417, at p. 424, Lord Justice Turner. "The question is one of procedure, and as such must be determined by the law of the country where the action is brought." Alliance Bank of Simla v. Carey (1880), 5 C. P. D. 429, at p. 430; 48 L. J. C. P. 781, at p. 782, Lopes, J. "If you find in an Act of Parliament the power to take the remedy in divers Courts, that remedy will, in each Court, be subject to the lex fori of that Court, and the lex fori includes the limitations of actions, which goes to the remedy and not to the right." -Blackburn Corporation v. Sanderson, [1902] 1 K. B. 794, at p. 807; 71 L. J. K. B. 590, at p. 594, Vaughan Williams, L. J. Foreign Documents. Translation-Meaning of Language used. "The first question to be considered is, what are the rules by which an English Court ought to be governed in construing a foreign contract? Where a written contract is made in a foreign country and in a foreign language, the Court, in order to interpret it, must first obtain a translation of the instrument; secondly, an explanation of the terms of art (if it contains any); thirdly, evidence of any foreign law applicable to the case; and fourthly, evidence of any peculiar rules of construction, if any such rules exist, by the foreign law. With this assistance the Court must interpret the contract itself on ordinary principles of construction." -Di Sora v. Phillipps (1863), 10 H. L. Cas. 624, at p. 633; 33 L. J. Ch. 129, at p. 131, Lord Cranworth. "Now, this writing was a business document written in Brazil in the Brazilian language, and with the formalities necessary according to the Brazilian law and custom, by a man of business carrying on business in Brazil. An English Court has to construe it, and the first thing therefore, that the English Court has to do is to get a translation of the language used in the document. Making a translation is not a mere question of trying to find out in a dictionary the words which are given as the equivalent of the words of the document; a true translation is the putting into English that which is the exact effect of the language used under the circumstances. To get at this in the present case you must get the words in English which in business have the equivalent meaning of the words in Brazilian, as used in Brazil, under the circumstances. Therefore you would want a competent translator, competent to translate in that way, and if the words in Brazil had in business a particular meaning different from their ordinary meaning, you would want an expert to say what is that meaning. Amongst those experts you might want a Brazilian lawyer-and a Brazilian lawyer for that purpose would be an expert. That is the first thing the Court has to do. Then, when the Court has got a correct translation into English, it has to do what it always has to do in the case of any such document-either a contract, or such an authority (a power of attorney) as this-that is to say, determine what is to be taken to be the meaning of the party at the time he wrote it; and what is to be inferred from the language which he has used. There are certain inferences which are adopted in ascertaining the meaning of the language used, unless in the particular instance the contrary intention appears. One inference which has been always adopted is this: if a contract is made in a country to be executed in that country, unless there appears something to the contrary, you take it that the parties must have intended that that contract, as to its construction, and as to its effect, and the mode of carrying it out (which really are the result of its construction), is to be construed according to the law of the country where it was made. But the business sense of all business men has come to this conclusion, that if a contract is made in one country to be carried out between the parties in another country, either in whole or in part, unless there appears something to the contrary, it is to be concluded that the parties must have intended that it should be carried out according to the law of that other country. Otherwise a very strange state of things would arise, for it is hardly conceivable that persons should enter into a contract to be carried out in a country contrary to the laws of that country. That is not to be taken to be the meaning of the parties unless they take very particular care to enunciate such a strange conclusion. Therefore the law has said. that if the contract is to be carried out in whole in another country, it is to be carried out wholly according to the law of that country, and that must have been the meaning of the parties. But if it is to be carried out partly in another country than that in which it is made, that part of it which is to be carried out in that other country, unless something appears to the contrary, is taken to have been intended to be carried out according to the laws of that country."-Chatenay v. Brazilian Submarine Telegraph Co., [1891] 1 Q. B. 79, at p. 82; 60 L. J. Q. B. 295, at pp. 297, 298, Lord Esher, M. R. (See also "Latent and Patent Ambiguity," ante, p. 83, and post, pp. 134, 135.) 66 Foreign Stamp Laws. One nation does not take notice of the revenue laws of another. "No country ever takes notice of the revenue laws of another." -Holman v. Johnson (1775), 1 Cowp. 341, at p. 343, Lord Mansfield, C. J. "One nation does not take notice of the revenue laws of another." -Planché v. Fletcher (1779), 1 Doug. 251, at p. 253, Lord Mansfield, C. J. "I should clearly hold that if a stamp was necessary to render this agreement valid in Surinam, it cannot be received in evidence without that stamp here. A contract must be available by the law of the place where it is entered into, or it is void all the world over. But I must have more distinct evidence of the law of Surinam upon this subject than the parol evidence of a merchant."-Clegg v. Lery (1812), 3 Camp. 166, at p. 167, Lord Ellenborough, C. J. "It has been settled, or at least considered as settled, ever since the time of Lord Hardwicke, that in a British Court we cannot take notice of the revenue laws of a foreign State. It would be productive of prodigious inconvenience, if in every case in which an instrument was executed in a foreign country, we were to receive in evidence what the law of that country was, in order to ascertain whether the instrument was or was not valid."-James v. Catherwood (1823), 3 D. & R. 190, at p. 191, Abbott, C. J. "It is perfectly clear that where parties enter into a contract to contravene the laws of their own country, such a contract is void; but it is equally clear, from a long series of cases, that the subject of a foreign country is not bound to pay allegiance or respect to the revenue laws of this; except, indeed, that where he comes within the act of breaking them himself, he cannot recover here the fruits of that illegal act."-Pellecat v. Angell (1835), 2 Cr. M. & R. 311, at p. 313, Lord Abinger, C. B. "The marginal note of Alves v. Hodgson [(1797), 7 T. R. 241] is perfectly correct, although I cannot help thinking that there must be some mistake in the report of the case. The marginal note is in these terms: The plaintiff cannot recover upon a written contract made in Jamaica, which, by the laws of that island, was void for want of a stamp.' I agree that if for want of a stamp a contract made in a foreign country is void, it cannot be enforced here. But if that case meant to decide that where a stamp is required by the revenue laws of a foreign state before a document can be received in evidence there, it is inadmissible in this country, I entirely disagree."-Bristow v. Secqueville (1850), 5 Ex. 275, at p. 279; 19 L. J. Ex. 289, at p. 290, Rolfe, B. Customs and Usages Contemporaneous Documents... Court and Jury-Duties of Intention-From Instrument-From Words used, from Context Rational Interpretation Circumstances Extrinsic Evidence... Contemporaneous and Continuous Usage Contemporanea Expositio Subsequent Acts of Parties Subsequent Declarations of Parties Altered Circumstances... Implied Promise Golden Rule (Bramwell, B.'s) Ambiguity Latent Ambiguity Patent Ambiguity Alterations in Contract 117 117 121 122 123 124 125 125 126 127 128 129 133 133 134 135 137 Legal and Equitable Interpretation. The interpretation of a contract is, and must be, the same in a court of equity as in a court of law. The equitable doctrine of constructive notice does not apply to commercial transactions. "Like all mercantile contracts, it [the charter-party] ought to have a liberal interpretation. In construing agreements, I know no difference between a court of law and a court of equity. A court of equity cannot make an agreement for the parties; it can only explain what their true meaning was; and that is also the duty of a court of law."-Hotham v. East India Company (1779), 1 Doug. 272, at p. 277, Lord Mansfield, C. J. "It is truly said, the construction of covenants is the same in equity as at law. I hope I shall never see the time in which a contrary doctrine can be held."-Eaton v. Lyon (1798), 3 Ves. 689, at p. 692, Sir Richard Pepper Arden, M. R. 66 There is no equitable construction of an agreement distinct from its legal construction. To construe is nothing more than to arrive at the meaning of the parties to an agreement, and this must be the aim and end of all Courts which are called upon to |