## Facts

- A Maine partnership (Deering, Milliken & Co.) agreed to extend credit to Daniel Pratt only if his wife, Sarah A. Pratt, provided a written continuing guaranty up to $500.
- The guaranty was dated in Portland, Maine (Jan. 29, 1870), but Sarah, a Massachusetts domiciliary and married woman, signed it at her home in Massachusetts and delivered it to her husband there.
- Daniel mailed the signed guaranty to the plaintiffs in Portland; the plaintiffs received it in Maine and thereafter sold and delivered goods to Daniel on credit.
- Goods were either purchased in person in Portland or ordered by letters mailed from Massachusetts; in all events, the goods were shipped from Portland and delivered to a carrier in Maine for transport to Massachusetts.
- Daniel’s later purchases (Sept. 1 to Oct. 7, 1871) totaled $860.12; he paid $300, leaving $560.12 unpaid. Plaintiffs sued Sarah on the guaranty for $500 plus interest.
- The guaranty recited a $1 consideration that was not paid; the actual consideration was the plaintiffs’ extension of credit to Daniel.
- At the time of the guaranty, Massachusetts law did not allow a married woman to bind herself as surety for her husband; Maine law allowed married women to make binding contracts for lawful purposes.

## Issues

1. Whether the guaranty was “made” in Maine or Massachusetts for choice-of-law purposes when signed in Massachusetts but mailed to, accepted, and relied upon in Maine.
2. Whether a Massachusetts court may enforce against a Massachusetts domiciliary a guaranty valid under Maine law, despite the signer’s lack of capacity under then-existing Massachusetts law.

## Decision

- The Supreme Judicial Court of Massachusetts reversed the judgment for the defendant.
- The court held the guaranty was a contract made in Maine because it was received, assented to, and acted upon there, and the credit sales and delivery to the carrier occurred there.
- The court held the guaranty was valid under Maine law and enforceable in Massachusetts, because validity (including capacity) is governed by the law of the place of contracting unless enforcement would violate strong forum public policy.

## Legal Principles

- Contract validity, including party capacity, is generally determined by the law of the state where the contract is made (lex loci contractus).
- A guaranty signed in one state but mailed to another state and accepted and acted upon there is made in the state of acceptance and performance of the credit transaction.
- A forum will typically enforce a contract valid where made even if the same contract would have been invalid if made in the forum, unless enforcement would be immoral or contrary to strong public policy.
- Extension of credit in reliance on a guaranty may supply consideration supporting the guaranty, notwithstanding a nominal consideration recited but not actually paid.

## Conclusion

The court treated the wife’s guaranty as a Maine contract because it was accepted and relied upon in Maine, applied Maine law to uphold her capacity and the guaranty’s validity, and enforced it in Massachusetts absent a strong public-policy bar.


Milliken v. Pratt, 125 Mass. 374 (Mass. 1878)