FINDINGS OF FACT, DISCUSSION, CONCLUSIONS OF LAW
WEINER, District Judge.
After a trial before the Court without a jury, in a maritime action against the respondent, charterer, seeking to recover demurrage and extra expenses predicated upon an allegation that the charterer unreasonably delayed the loading of the libellant's vessel for a period of approximately ten (10) days, the Court makes the following:
FINDINGS OF FACT
1. On October 22, 1963, Marine Transport Lines, Inc., acting for The Dow Chemical Company, libellant, and Publicker International, Inc., respondent, entered into a tanker voyage charter party for the steamship Leland I. Doan.
2. Charterer had actual notice, before the tendering of the vessel, that the Leland I. Doan had recently carried styrene.
3. The charter party provided that the cargo would be 11,500 long tons "high specification industrial ethyl alcohol".
4. The charter party further provided that the cleaning of pumps, pipelines and compartments for this cargo was to be cleaned to charterer's inspector's satisfaction. (Either Chas. Martin or Saybolt).
5. Chas. Martin was selected as the charterer's inspector.
6. The vessel arrived in the Port of Philadelphia on November 4, 1963.
7. When the vessel arrived in Philadelphia, the charterer's inspector boarded the vessel and inspected the tanks which were to carry the cargo.
8. Upon inspection tanks 1A and B, 3A and B, 4A and B, and 9A and B, were rejected as being unfit to carry the designated cargo because of an odor of styrene.
9. The presence of styrene in the tanks of the carrier would contaminate and destroy the marketability of the cargo of industrial ethyl alcohol.
10. The rejection of the tanks by the charterers' inspector continued until November 13, 1963.
11. The cargo was ultimately loaded aboard the vessel on November 13 and 14, 1963, and the vessel sailed for Germany.
12. The cargo outturned in good condition at its destination and was accepted without reservation by the receivers.
13. The inspector's rejection of the tanks was genuine and not made in bad faith nor was it capricious.
14. The libellant has failed to meet the burden of proof placed upon it to establish by precise, clear and indubitable testimony that the type and grade of the cargo to be carried by it was not accurately disclosed.
15. The delay in the loading of the vessel cannot be attributed to either the charterer's inspector or the respondent.
It is undisputed that this contract was made in New York and that performance of the contract was to be fulfilled in Pennsylvania. Preliminarily, therefore, we must consider and determine a conflict-of-laws question. Initially, as this action was instituted in this district, the conflict law of Pennsylvania is applicable. Cf. Klaxon Co. v. Stentor Electric Manufacturing Co., Inc., 313 U.S. 487, 61 S. Ct. 1020, 85 L. Ed. 1477 (1941). Applying this standard we find that New York law governs the nature, construction and validity of the contract whereas Pennsylvania law controls the performance of the contract since it was to be performed in Pennsylvania. Electrosonics International, Inc. v. Wurlitzer Company, 234 F. Supp. 913 (E.D.Pa.1964); Tow v. Miners Memorial Hospital Ass'n, Inc., 305 F.2d 73 (4th Cir. 1962). The measure of performance was specifically written into the contract and provided that the vessel was to be loaded in Philadelphia on the date of its arrival and was to transport ethyl industrial alcohol in tanks that were to be cleaned to the satisfaction of the charterer's inspector.
In examining the law of Pennsylvania as it relates to an interpretation of the legal significance to be attached to a clause in a contract providing for performance by one party to the satisfaction of another, we agree with the view expressed by the Pennsylvania Supreme Court in Jenkins Towel Service, Inc. v. Tidewater Oil Company, 422 Pa. 601, 606, 223 A.2d 84, 86 (1966):
"Such contracts are not strangers to the law of Pennsylvania and have been considered by us on numerous previous occasions. We have consistently held that where a contract provides for performance by one party to the satisfaction of the other, the test of adequate performance is not whether the person for whom the service was rendered ought to be satisfied, but whether he is satisfied, there being, however, this limitation, that any dissatisfaction on his part must be genuine and not prompted by caprice or bad faith."