## Facts

- While domiciled in North Carolina, a husband executed a covenant to his wife concerning her Massachusetts real property.
- Under North Carolina law, the wife had status and capacity to contract with her husband as if unmarried.
- The wife allegedly had grounds for divorce and agreed to forbear filing and to release her dower rights in her husband’s lands, among other consideration.
- The covenant provided that the husband would not interfere with her enjoyment of the Massachusetts property, would release his marital rights if she conveyed it, and would take necessary steps after her death to clear title.
- After the wife died, her estate’s administrator filed a Massachusetts bill in equity seeking specific performance of the husband’s covenant.

## Issues

1. Whether the validity of a spousal covenant made in North Carolina by spouses domiciled there, concerning Massachusetts land, is governed by North Carolina contract law or Massachusetts law of real property and spousal dealings.
2. Whether Massachusetts may specifically enforce such a covenant when it does not itself operate as a direct conveyance of Massachusetts land.

## Decision

- The Supreme Judicial Court reversed the decree sustaining the demurrer and dismissing the bill.
- The court held the covenant’s validity was governed by North Carolina law because it was a personal contract made by parties domiciled there and valid under that law.
- The court distinguished between (a) conveyances of Massachusetts land, governed exclusively by Massachusetts law, and (b) personal covenants concerning such land, which may be governed by the law applicable to the contract.
- The case was remanded with the bill reinstated to permit pursuit of equitable relief, including specific performance.

## Legal Principles

- The law of the situs controls the validity of conveyances and other acts that directly transfer or determine title to land within the state.
- A personal covenant concerning land in another state, made outside the situs by parties with contractual capacity under the governing contract law, may be valid and enforceable even if the situs state would not recognize an equivalent spousal conveyance.
- In conflict-of-laws analysis, the lex rei sitae does not control the validity of an out-of-state personal contract merely because the contract concerns in-state land; the governing law is that applicable to the contract (including the parties’ domicile or place of contracting), provided enforcement does not require validating a void in-state conveyance.
- On demurrer, pleaded facts establishing contractual capacity and timing must be taken as true for purposes of testing the bill’s legal sufficiency.

## Conclusion

Massachusetts treated the husband’s promise as an enforceable personal obligation governed by North Carolina law, not as a Massachusetts conveyance, and therefore allowed the estate to proceed in equity to compel performance of the covenant affecting Massachusetts property.


Polson v. Stewart, 167 Mass. 211, 45 N.E. 737 (Mass. 1897)