This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Questions of offer and acceptance rarely are involved in the conflict of laws. Possibly this is so because the laws of the different states are more in accord upon this subject than on most. Questions of the validity of a contract as far as concerns the form thereof and the method of making it, are controlled by the law of the place where the contract is made.1 Whether an implied contract exists on the part of a corporation to pay its officers is determined by the law of the place where the services are to be rendered.2 Whether the statements made in an application are such that their falsity gives to the insurance company the right to avoid the contract and refund the premiums is determined by the law of the place where the premiums are payable and adjustment to be made.3 Questions of constructive fraud are determined by the law of the place where made and to be performed, and not by the law of the forum. Thus officers of a railroad made a contract in New York to share profits arising from the construction of a local road. The contract was valid at New York law. Subsequently the railroad was consolidated with a Pennsylvania railroad and suit was brought in Pennsylvania. It was held that New York law controlled.*
5 Bell v. Bruen, 1 How. (U. S.) 169; Andrew:, v. Pond, 13 Pet. (U. S.) 65; Bank v. Daniel. 12 Pet. (U. S.) 32; Story on Conflict of Law, Sec. 280; Smoot v. Judd. 161 Mo. 673; 84 Am. St. Rep. 738; 61 S. W. 854; Heaton v. Eldridge, 56 0. S. 87; 60 Am. St. Rep. 737; 36 L. R. A. 817; 46 N. E. 638; Pittsburgh, etc.. Co. v. Sheppard (also styled Ry. v. Sheppard), 56 O. S. 68; 60 Am. St. Rep. 732; 46 N. E. 61.
6 Cox v. United States, 6 Pet. (U. S.) 172.
7 Andrews v. Pond, 13 Pet. (U. S.) 65; Bank v. Daniel, 12 Pet. (U. S.) 32.
8 Scudder v. Bank, 91 U. S. 406.
9 Bedford v. Loan Association, 181 U. S. 227.
10 London Assurance v. Compan-liia de Moagens, 167 U. S. 149.