adopt; and it will not be governed by the laws of any other State or country, unless the place of performance is in such other State or country: Watts v. Camors, 115 U. S. 353, 362; Pritchard v. Norton, 106 Id. 124; Boyle v. Zacharie, 6 Peters, 635. When the creditor voluntarily makes his contract in the debtor's State and expressly agrees to its performance there, is the contract to be governed by the laws of the creditor's State or by the laws of the debtor's State? It is simply a question of whether the creditor or the debtor shall be favored, as both cannot be, and which law the parties may justly be presumed to have had in view when they made the contract. Under all the circumstances of the case the debtor seems to have the stronger claims to favor, and the laws of his State relevant to contracts should be deemed the laws which the parties had in view. He has done no act tending to mislead the creditor, and he has the right to rely upon the protection afforded him by the laws of his State, and also, perhaps, the right to presume that the creditor knew the laws of his (the debtor's) State, at least upon such a well-known subject as ordinary insolvent laws: May v. Breed, 7 Cush. 15, 33-41; Blanchard v. Russell, 13 Miss. 1, 4. CONCLUSION.-The views herein maintained seem to reconcile many, if not most, of the apparently conflicting decisions. They free the rule relating to posterior contracts made under State laws, from the anomalous qualification that, if the creditor be a non-resident, the State insolvent laws (and those only), do not enter into and form part of the contract, and do, therefore, impair the contract's obligation; while if the creditor be a resident or citizen of the debtor's State, they do enter into and form part of the contract, and therefore do not impair the contract's obligation. It is believed that the true explanation of this anomalous qualification may be found in the recognition of the principle that it is contrary to natural justice to deprive a non-resident creditor of his property by insolvency proceedings without legal notice of those proceedings, and where, consequently, the insolvency court has no jurisdiction to discharge the debt, as the debt attends the person of the creditor. The question having arisen prior to the adoption of the 14th Amendment, the Courts felt obliged to adopt this rule to protect the natural rights of non-residents from the encroachments of the several States. But the provision of the 14th Amendment, that no State shall deprive any person of property without due process of law, affords the Courts an intelligible and constitutional ground upon which to protect the rights of non-resident creditors within the principles of Pennoyer v. Neff, 95 U. S. 714. Boston. CONRAD RENO. RECENT AMERICAN DECISIONS. Supreme Court of Massachusetts. BROWN v. CUNARD S. S. CO. A bill of lading provided, that "in the event of loss or damage for which the ship is responsible, the liability shall not exceed the invoice, or the declared value for the United States customs duty." The goods were damaged to an amount less than the invoice value, but were worth, in their damaged condition, the invoice value, plus the cost of importation. Held, that the carrier was liable for the full actual damage. AT the trial in the Superior Court, the amount of the damage, and the fault of the defendant which caused the damage, were found as stated in the opinion of the Supreme Court. The defendant, however, claimed that as the goods were still worth their invoice value, which was the limit of the defendant's liability, no damage had been shown for which it could be held responsible under the bill of lading, and the Superior Court ruled accordingly. Frederic Dodge, for plaintiff. George Putnam and Thomas Russell, for defendant. HOLMES, J. The plaintiff's goods were damaged on the defendant's vessel, through its fault, to the amount of $151.78, in their market value in Boston, the port of destination, but it did not appear that their market value, as damaged, was less than the invoice value of the sound goods, with the cost of importation added. The bill of lading limits the defend ant's liability to the invoice value. See Graves v. Railroad Co., 137 Mass. 33; Hill v. Railroad Co., 144 Id. 284. The only question which we shall consider is whether the language used exempts the defendant from all liability upon these facts. The defendant relies upon some decisions to the effect that a provision that the shipowner will not be liable for more than the invoice value of the goods is to be construed as limiting the liability in case of partial loss to the difference between the net proceeds of each article damaged, and its invoice price and freight, and that if the cargo owner "has received from the sale of the damaged goods the invoice price, after deducting the cost of importation, sale, etc., the libel will be dismissed:" The Lydian Monarch, 23 Fed. Rep. 298, 300; Pearse v. Steamship Co., 24 Id. 285, 289. We shall not criticise these decisions further than to say, that if they are not distinguishable from the case at bar we cannot follow them. The bill of lading before us reads: "Ship not accountable for any sum exceeding £100 per package, for goods of whatever description, unless the value is declared, and freight as may be agreed paid thereon, and in event of loss or damage, for which the ship is responsible, the liability shall not exceed the invoice, or the declared value for the United States customs duty." It is plain that these words fix alternative limits of liability; £100 per package, if the value is not declared; the declared value, when it is declared. In the former case we do not suppose that it would be contended that, if a package brought £100, no damage could be recovered, yet unless the argument is carried to that extent we see no reason why, in the latter alternative, the shipowners should escape if the goods bring their invoice price. Looking at the words of the latter branch of the sentence alone, it will be seen that they refer to the "event of damage for which the ship is responsible," and therefore in terms pre-suppose that something is to be recovered in the case for which they provide. The following words, "the liability shall not exceed,” etc., are apt words to express the outside limit of the sum to be recovered, but both the particular words and the whole structure of the sentence are most inapt to express a stipulation that if the goods are still equal to the invoice value, there VOL. XXXVI.-81 shall be no recovery at all. Even in the case of a valued policy, which is much stronger than the one under consideration, the rule in most jurisdictions is to leave the valuation entirely on one side for the purpose of determining what proportion of the valuation is to be paid by the insurers upon a partial loss: Irving v. Manning, 1 H. L. Cas. 289, 306; Lewis v. Rucker, 2 Burr. 1167; Bradlie v. Insurance Co., 12 Pet. 378, 399; Boardman v. Ins. Co., S. Jud. Ct. Mass., March 12, 1888. As we read the contract, the damages are to be ascertained in the usual way by finding the difference in value between each package as damaged and the same undamaged, and these damages are to be paid by the defendants, up to, but not exceeding £100, when the value is not declared, or, in this case, up to, but not exceeding, the invoice value. As the damage to the plaintiff's walnuts did not exceed the invoice value the defendant must pay the whole amount. The right of a carrier to insert in the bill of lading reasonable limitations both as to the circumstances under which and the extent to which he will be liable, so that the risk he incurs may not exceed what is justly proportionate to the freight paid him, is too well settled to call for discussion here. The meaning, however, of such a limitation as is found in the principal case, and its application when the damage is partial only, deserve some consideration. The writer of this note has found no cases bearing directly on the point, except The Lydian Monarch, 23 Fed. R. 298, and Pearse v. Quebec S. S. Co., 24 Id. 285. Both these are cited in the principal case, but the opinion does not state whether this case is to be distinguished from the two former, or stands opposed to them on a question of law. Whether any distinction can properly be taken between these cases, depends on the meaning of the several rictive causes. In The Lydian Monarch the words are, "the ship Judgment for plaintiff. owner is not to be liable for any damage to the goods, *** in any case for more than the invoice or declared value of the goods, whichever shall be the least;" in Pearse v. Quebec S. S. Co., "in case of damages, loss or nondelivery, the shipowners will not be liable for more than the invoice value of the goods;" and in the principal case, "in event of loss or damage, for which the ship is responsible, the liability shall not exceed the invoice, or the declared value for the United States customs duty." In The Lydian Monarch, there is no attempt to explain the language used, but in Pearse v. Quebec S. S. Co. it is construed not as a limitation of the company's liability for loss or damage, but as a limitation of their liability for the particular goods lost or damaged. In other words, the Court in that case understand the carriers as saying, not "we are liable for all damage up to the amount of the invoice value of the goods," but, "we are liable for damages, but no goods damaged shall be estimated to have been worth more than their invoice value. If this construction be correct, it is obvious that the rule adopted for calculating damages in the principal case would not apply, but, as will be shown below, it does not follow that the Court was right in holding further that in case of a damage as distinguished from total loss, the liability was for the difference between the net proceeds of the sale of the damaged goods and their original invoice value, plus the freight, so that, as was said in The Lydian Monarch, if enough was realized from the sale to cover the latter sum, there was no liability at all. In the principal case, the clause is held as a limitation of liability for loss or damage, as indicating merely the maximum that can be recovered on this ground, and the judgment follows logically from this construction. If these restrictive clauses have been rightly construed in each case, and the contracts were not intended to be of the same effect, then the principal case is clearly distinguishable from the others. The similarity of the language used in each case, however, and the fact that such limitations of liability have been in use among carriers for many years would lead one to suppose that there was one limitation which was always understood to be expressed by the words "the liability shall not exceed the invoice value," or other words to that effect. Now of the two possible constructions of such a clause, that adopted in Pearse v. S. S. Co. seems not only the better suited to the language there under consideration, but the more reasonable construction for any restriction of the kind, because, in all such cases, the amount of freight paid, which is the consideration for the carrier's liability as well as for the car riage, depends on the invoice value. In the principal case, for instance, the bill of lading excluded all liability over £100 per package, "unless the value is declared, and freight as may be agreed paid thereon," i. e., proportionate to such value, and this was done. It is only reasonable that the carrier's liability should be proportionate to the freight received, and the language used in the principal case would seem to admit of this construction, but the Court's ruling is that the carrier is liable for so much of the value of the goods at the port of destination as does not exceed their invoice or declared value. This would put the shipper in a better position, relatively, if the loss were under the invoice value, than if it were over that amount, and conversely the carrier would have no inducement to preserve any goods that should become damaged to an extent equal to their invoice value, for total loss would not increase his liability. Even in this view of the case, however, it does not follow that the measure of damages established in The Lydian Monarch and Pearse v. S. S. Co. ought to have been adopted. In the atter case, this measure of damages is inconsistent with the main part of the decision. The respondents had contended that the stipulation of the bill of lading should be construed as imiting their responsibility to the invoice value of the shipment as a whole, and that the carriers are not to be liable for any loss or damage, provided the shipper ultimately realizes at the port of destination the whole invoice value, as was the fact in that case. To this the Court replied: "The limiting clause in this case must be con strued as applying distributively upon each article damaged, because that is the most natural meaning of the words, and best accords with the pre |