## Facts

- W. T. Poole and his wife, F. D. Poole, executed a joint negotiable promissory note payable to Marvin Perkins on January 1, 1912.
- The note was dated, signed, and delivered in Bristol, Tennessee, where all parties then resided and were domiciled.
- The note expressly provided for payment at a bank in Bristol, Virginia.
- At the time of execution, Tennessee law treated a married woman’s contracts as voidable and unenforceable against her upon a plea of coverture.
- Virginia law recognized a married woman’s capacity to be bound on a promissory note of this type.
- Before suit, the parties moved and became domiciled in Virginia.
- Perkins sought judgment on the note against Mrs. Poole in the Circuit Court of Wythe County, Virginia; the matter was tried to the court without a jury, and judgment was entered for Perkins.
- Mrs. Poole sought appellate review, asserting that her Tennessee coverture disability barred enforcement.

## Issues

1. Whether Mrs. Poole could defeat enforcement of the note by invoking Tennessee coverture law as the law of the place of execution.
2. Whether, because the note was expressly payable in Virginia, Virginia law as the law of the place of performance governed validity and contractual capacity.

## Decision

- The Supreme Court of Appeals of Virginia affirmed the judgment for Perkins.
- The court held that, when a contract is made with reference to performance in another state, the law of the place of performance governs if that appears to have been the parties’ intention.
- Because the note was expressly payable at a Virginia bank, the parties manifested an intention to tie performance to Virginia, and Virginia law controlled.
- Under Virginia law, Mrs. Poole had capacity to bind herself on the note; her Tennessee coverture defense did not bar enforcement.

## Legal Principles

- Contract validity, obligation, and interpretation are generally governed by the law of the place with reference to which the contract is made; that is usually the place of making.
- When the contract is to be performed in another state, the law of the place of performance governs matters of validity and obligation when that choice is shown by the parties’ intention.
- An express place-of-payment term in a negotiable note is strong evidence that the parties intended the law of the place of payment to govern.
- Contractual capacity may be treated as part of the contract’s validity/obligation for conflicts purposes; a disability under the law of execution does not control when the governing law is the law of performance.

## Conclusion

The court enforced a note executed in Tennessee against a married woman because the note’s express Virginia place of payment showed an intention to perform in Virginia, making Virginia law—under which she had contractual capacity—the governing law.


Poole v. Perkins, 126 Va. 331, 101 S.E. 240 (Va. 1919)