by the intention of the parties. But more often than not the
parties have not adverted to the matter, and no intention is expressed
in the contract, and no actual intention appears by implication or
as a matter of necessary intendment. A supposed, presumed or
constructive intention is then sought for in the nature and subject
matter of the contract, its incidents, the situation of the parties,
such other matters as must have been within their contemplation,
and the circumstances of the transaction. Such an inquiry must
be guided, if not governed, by presumptions. " Certain presump-
tions or rules in this respect have been laid down by juridical writers
of different countries and accepted by the Courts, based upon common
sense, upon business convenience, and upon the comity of nations ;
but these are only presumptions or prima facie rules that are capable
of being displaced, wherever the clear intention of the parties can
be gathered from the document itself and from the nature of the
transaction" (Jacobs v. Crédit Lyonnais (1)). So far as these
rules apply to the present case they were expressed in the course
of the judgment delivered by Willes J. for the Exchequer Chamber
in Lloyd vy. Guibert (2) in the following passage, which has been
repeatedly quoted: "Itis . . . generally agreed that the law
of the place where the contract is made, is prima facie that which
the parties intended, or ought to be presumed to have adopted as
the footing upon which they dealt, and that such law ought therefore
to prevail in the absence of circumstances indicating a different
intention, as for instance, that the contract is to be entirely performed
elsewhere, or that the subject matter is immovable property situate
in another country, and so forth; which latter, though sometimes
treated as distinct rules, appear more properly to be classed as
exceptions to the more general one, by reason of the circumstances
indicating an intention to be bound by a law different from that of
the place where the contract is made; which intention is inferred
from the subject matter and from the surrounding circumstances,
so far as they are relevant to construe and determine the character
of the contract."