Milliken v. Pratt
Citation: 125 Mass. 374 (1878)
Facts
A Maine wife signed a guaranty contract in Maine. Maine law at the time barred married women from acting as guarantors (they lacked contractual capacity). Massachusetts law permitted married women to act as guarantors. When the Massachusetts creditor sought to enforce the guaranty in Massachusetts, the wife argued the contract was void under Maine law (the place of contracting).
Issue
Which state’s law governs the capacity of a married woman to enter a guaranty contract — the law of the place where the contract was made (Maine) or the law of the place where enforcement is sought (Massachusetts)?
Holding
Massachusetts law applies to capacity in this context. A person’s contractual capacity may be governed by the law of the place of performance or enforcement, not necessarily the place of contracting, especially when the forum state’s law validates the contract and the party sought to enforce it in the forum.
Rule
Under the First Restatement’s vested rights approach (dominant at the time): validity of contracts is generally governed by the law of the place of making (lex loci contractus). However, courts have some flexibility — particularly on capacity questions — to apply the law of the place that would validate the contract, especially when the parties directed performance there.
Significance
- Classic early choice-of-law case showing the early vested rights framework and its flexibility even in the 19th century
- Illustrates the lex loci contractus rule and its limits
- Often paired with the First Restatement and contrasted with the modern Second Restatement “most significant relationship” approach
- Shows how capacity questions sometimes get separate treatment from other contract validity issues