Page images

Held, that the vendor's acceptance by telegram, | his agent, duly authorised on his behalf to send being expressly made subject to a further agreement to be entered into between the parties, did not amount to a concluded contract, specific performance of which the intending purchaser was entitled to enforce. Brien v. Swainson, 1 L. R. Ir. 135.

The plaintiff wishing to sell a medical practice, with the lease of the house where it was carried on, placed it on the books of a medical agent. This led to negotiations with the defendant. The premiums asked for the practice and for the lease were stated in a letter from the agent to the defendant, but no time for completing the purchase was mentioned. The defendant replied in a letter to the agent accepting the terms offered, and adding that he should be ready to pay the deposit-money "on receipt of corrected agreement," and at the same time he wrote to the plaintiff personally, also accepting the terms offered, and adding, "I shall trust to you to give me the best introduction you can during three months and afterwards, if necessary. The plaintiff replied, thanking the defendant for acceding to his terms, and saying that "it would be his aim as well as his duty to give him an effectual introduction to his patients." A formal agreement was drawn up, but never signed, and after some further correspondence the defendant refused to complete the purchase: -Held, that as the time for the commencement of the purchase was left uncertain, and the stipulation as to the three months' introduction was not agreed to, and as the parties contemplated a formal agreement, there was no binding contract between the parties, and the action was dismissed. May v. Thomson, 51 L. J., Ch. 917; 20 Ch. D. 705; 47 L. T. 295-C. A.

the telegram. Beyond this there was no distinct evidence of agency :-Held, that there was no sufficient note or memorandum in writing to satisfy s. 4 of the Statute of Frauds; that it could not be inferred that the purchaser's solicitor was his agent to write the letter; but even if this could be inferred, the words "send me the contract," &c., showed that it was not the intention of the parties that the letter should constitute a contract between them. Goodall v. Harding, 52 L. T. 126.

A. and B. agreed to take C. into partnership at a future date, the agreement required by both sides to be drawn up by solicitors. The parties had not considered, and could not afterwards agree upon, several terms of the intended partnership:-Held, that there was no concluded agreement between the parties. Conery v. Best, 1 Cab. & E. 291.

In July, 1884, P., who was entitled in fee to a beerhouse at B. as trustee, agreed to sell the same to the plaintiffs, but he declined to complete the purchase, and the plaintiffs threatened him with legal proceedings. Subsequently fresh negotiations were entered into for the purchase of the property, and on the 20th December P. authorised his solicitor to sell to the plaintiffs for 1,000l. on condition that they relinquished any right of action they might have against him. At that time 1,000l. was the best price obtainable for the property. The plaintiffs' solicitors were authorised to make a contract for the plaintiffs. On the 24th P.'s solicitor wrote to the plaintiffs' solicitors, "I now send you for approval draft contract containing the terms on which P. is willing to sell this property to your clients. My client declines to produce an earlier title than that stated as the commencement of the title in the draft contract." The draft contract contained stipulations as to payment of price and commencement of title, but it contained no provision as to the relinquishment of any right of action. The contract was shortly after returned by the plaintiffs' solicitors approved. Upon P.'s refusal to complete, the plaintiffs brought an action against him for specific per

The plaintiff and defendant signed a written document whereby the defendant agreed to buy and the plaintiff agreed to sell an estate therein described at a specified price, "subject to a formal contract being prepared and signed by both parties as approved by their solicitors." A correspondence ensued, in the course of which the defendant's solicitor stated that the defendant was "quite firm in adhering to the agree-formance :-Held, that there was no concluded ment he entered into" to give a certain sum per acre for the property, which amounted to less than the specified price. A formal contract was prepared in draft, but was not, nor was any other formal contract, signed by the parties or approved by their solicitors. In an action for specific performance of the agreement as modified by the The fact that a simple acceptance of an offer concorrespondence:-Held, that there was no con-tains a statement that the acceptor will instruct cluded agreement between the parties which was capable of being specifically enforced. Winn v. Bull (supra) followed. Hawkesworth v. Chaffey, 55 L. J., Ch. 335; 54 L. T. 72.


agreement between the parties. Held, also, that
the draft contract was not in accordance with
the authority given to P.'s solicitor.
an agreement in accordance with such authority
would have been a breach of trust, quære.
Bushell v. Pocock, 53 L. T. 860.

his solicitor to prepare the necessary documents does not render the acceptance a conditional acceptance. Crossley v. Maycock (L. R. 18 Eq. 180) approved. Bolton v. Lambert, 58 L. J., Ch. 425; 41 Ch. D. 295; 60 L. T. 687; 37 W. R. 434-C. A.

An action was brought by vendors for specific | performance. The following telegram had been signed and sent by the purchaser's solicitor to A "rough draft" containing all the essential the vendor's solicitor :-" Mr. H. will purchase terms of a contract, and signed by the party to be Stonyrood at the sum named to me as owing to charged, is a sufficient acknowledgment within the mortgagees. Will write to-night." A tele- the Statute of Frauds, and can be enforced gram in reply was sent by the vendor's solicitor against such party, though a more formal docuas follows:- Telegram with offer received, which ment was intended by the parties to be preI accept as solicitor to the second mortgagees." pared. Gray v. Smith, 59 L. J., Ch. 145; 43 The purchaser's solicitor then wrote to the ven-Uh. D. 208; 62 L. T. 335; 38 W. R. 310-C. A. dor's solicitor thus:-"I am in receipt of your telegram accepting Mr. H.'s offer. If I recollect rightly, the amount was some 1,5787. Send me the contract, and I will get it signed." It was admitted by the purchaser that his solicitor was

By a letter, dated the 17th April, 1893, and signed by the plaintiffs, they offered the defendants 145,007. for their business, including "the freehold brewery and premises at Deptford, the forty-six freehold and six leasehold houses

[ocr errors]

enumerated in the list given to us, the book- | addition a more formal document, it becomes a debts amounting to 5,000l. and the loan 7,8007., question of intention merely whether they and all consumable and rolling stock, fixed intend it as a memorial of the terms already and loose plant, horses, drays, carts, and other agreed on, or as the instrument by which alone effects now used in connection with the busi- they meant to be bound. Ib. ness. The letter contained the following condition :-"This offer is made subject to our approving a detailed contract to be entered into." The letter also mentioned the date for comple tion, and referred to the payment of the purchase money in cash and preference and debenture stock of a brewery company to be formed. The defendants accepted the terms contained in the letter by signing it. They also had the letter stamped as an agreement. Subsequently they refused to complete. No company was ever formed. An action was brought by the plaintiffs for specific performance-Held, that the above letter was not a binding contract between the parties, inasmuch as not only was it expressed on the face of it to be made subject to the parties "approving a detailed contract to be entered into," but also because it was evident that various important

details were left to be discussed and agreed onmatters that could not be settled without a

further document :-Held, therefore, that specific performance could not be ordered. Page v. Norfolk, 70 L. T. 781-C. A.

An offer to purchase land contained the words "and if my offer is accepted I will sign contract on the auction particulars." The offer was accepted in writing "subject to contract as agreed," and a draft contract was enclosed :— Held, that there was a concluded agreement, specific performance of which could be enforced. Filby v. Hounsell, 65 L. J., Ch. 852; [1896] 2 Ch. 737; 75 L. T. 270; 45 W. R. 232.


Waiver by Vendor-Specific Performance.] -An agreement in writing between the plaintiff and the defendant provided that the former was willing to sell to the latter a leasehold house, "subject to the preparation by my" (the plaintiff's) "solicitor, and completion of a formal contract"-Held, that this condition prevented the agreement from being final; that it was not for the benefit of the plaintiff only, and, therefore, could not be waived by him; and, consequently, that he could not enforce specific performance of the agreement. Hawksley v. Outram ([1892] 3 Ch. 359) distinguished. Lloyd v. Nowell, 64 L. J., Ch. 744; [1895] 2 Ch. 744; 13 R. 712; 73 L. T. 154; 44 W. R. 43.

Question of Intention.]-W. was owner of G., leased to M., under whom R. occupied it for some years. In 1849, R. applied to W. for a lease of G. to himself from 1852, when the original one to M. would expire. W. referred R. to C., his agent, and between them there were interviews and correspondence, which resulted in the specification of terms, which were sent as instructions by C. to W.'s solicitor to prepare a lease. Both W. and C. denied that the one had given, or the other received, authority to conclude a binding agreement, though some evidence on the part of R. went to show that the terms for the intended lease had been finally settled so as to constitute an agreement:-Held, that there was no concluded binding agreement. Ridgway y. Wharton, 6 H. L. Cas. 238; 27 L. J., Ch. 46; 4 Jur. (N.S.) 173; 5 W. R. 804.

If contracting parties agree on terms of which there is sufficient evidence, but contemplate in

Altering Draft Lease.]-The defendant having proposed to take a lease of premises for the term of seven years, a draft lease was prepared, to which the defendant made some objections. He ultimately took it away, to be settled by his solicitors. His solicitors returned the draft to the plaintiff's solicitors, with the following altered the draft lease in accordance with his inletter:-"We have seen our client, and have structions. We trust there will be no impediment to prevent an early completion, and shall be glad to receive the draft as soon as you can, that we The plaintiff's may engross the counterpart." solicitors replied, returning the draft and engrossment of the lease and counterpart, stating that, according to the practice, where there is no invariably prepares both lease and counterpart : definition on the subject, the lessor's solicitor no evidence of any contract binding the defendant to take the lease, and no memorandum of any contract sufficient for that purpose, within the 4th section of the Statute of Frauds. Forster v. Rowland, 7 H. & N. 103; 30 L. J., Ex. 396; 7 Jur. (N.S.) 998.

-Held, that there was

[ocr errors]

G. on 25th November signed a letter addressed to B.'s agent, whereby G. agreed to buy the lease of a house of B. for a certain price, the purchase to be completed before Christmas then next, and "a formal contract to be signed" by G. "when prepared" by the solicitors of B., and when approved ' by the solicitors of G. A draft agreement prepared on behalf of B. was materially altered by the solicitors of G., and B.'s solicitors declining to accept such alterations, the bargain went off :-Held, that no action was maintainable upon G.'s letter. Bartlett v. Greene, 30 L. T. 553.

Agreement for Lease - Mere Proposal.]— A memorandum of an agreement for a lease for twenty-one years was signed by the intended lessee, but not by the lessor, and named referees. The lessor's agents prepared a draft lease, and wrote to the lessee, saying they hoped on a certain day to have the agreement prepared and ready for inspection; to this the lessee replied by a letter, making an appointment, and hoping all would be satisfactorily arranged. The lessee refused to complete-Held, that there was an agreement sufficiently signed by the lessor, but that the agreement imported a proposal merely, and was not an unconditional agreement. Warner v. Willington, 3 Drew. 523; 25 L. J., Ch. 662; 2 Jur. (N.s.) 433; 4 W. R. 531.


Parol Negotiations.] — Where, after a parol contract, before the parties separate, one asks that he may have a note of it, and the other writes out a note or memorandum of it, which purports to contain the contract, and does contain all the essential elements of it, the latter must be taken to contain the terms of the contract, and the previous parol contract cannot be referred to. Bromley v. Johnson, 5 L. T. 715; 10 W. R. 303.

If there are parol negotiations, which are afterwards reduced into writing, the writing must be looked to as showing the final arrangement. Sinclair v. Stevenson, 2 Bing. 514; 1 Car. & P. 582.

Whether Equivalent to New Term.] When an offer in writing is accepted in writing, the mere reference in the document accepting the offer to the preparation of a more formal contract does not amount to the introduction of a new term. Bonnewell v. Jenkins, 47 L. J., Ch. 758; 8 Ch. D. 70; 38 L. T. 81; 26 W. R. 294— C. A.

executed by T. also, but T. never signed the agreement in question, and on being asked to do so in July, 1837, refused. There was also evidence that the plaintiff had treated this agreement as not binding:-Held, in an action by the plaintiff against the defendants on the agreement, that it was a question for the jury, whether the parties intended the instrument to be binding only on the condition of T. signing it. Latch v. Wedlake, 3 P. & D. 499; 11 A. & E. 959; 9 L. J., Q. B. 201.

B. wrote to estate agents, in whose hands J. had placed a leasehold property for sale :-"In reference to Mr. J.'s premises, I think 8007. for the lease, fixtures, fittings, &c., is about what I should be willing to give. Possession to be given me within fourteen days from date," &c. The agents, having received authority from J. to accept the offer, replied:-" We are instructed to accept your offer of 8001. for these premises, and have asked Mr. J.'s solicitor to prepare contract"-Held, that the reference to the preparation of a formal contract did not prevent the two letters from constituting a binding contract.pointment of surgeon to your vessel, on the terms Ib.

An intimation in the written acceptance of a tender that a contract will be afterwards prepared, does not prevent the parties from becoming bound to perform the terms in the tender and acceptance respectively mentioned, if the intention of the parties was thereby to enter into an agreement, and if the preparation of the contract was contemplated merely for the purpose of expressing the agreement already arrived at in formal language. Lewis v. Brass, 3 Q. B. D. 667; 37 L. T. 738; 26 W. R. 152C. A.

Details to be Embodied.]—A vendor and purchaser had agreed by parol upon the sale of a house at a specified price. The purchaser, by arrangement, wrote a letter to the vendor confirming his offer, repeating the terms, and requesting a reply. The vendor's solicitor replied, stating that he was instructed to carry out the sale of the house according to the purchaser's letter, but adding, "there are some details to be embodied in a contract of sale which I will prepare and forward for your approval and signature":-Held, that the latter words, as to details to be embodied, qualified the otherwise unconditional acceptance of the offer in the purchaser's letter, and that there was not a sufficient memorandum in writing within the 4th section of the Statute of Frauds. Ball v. Bridges, 30 L. T. 430; 22 W. R. 552.

Signatures to be Affixed.]-It is a general principle that when parties enter into any agreement, and the understanding is, that it is to be reduced into writing, or if it is already in a written form, that it is to be signed before it is acted upon, or is to take effect, it is not binding upon them until it is so written or signed. Boyd v. Hind, 25 L. J., Ex. 246.

The defendants and T. were partners in a colliery, and in October, 1835, the defendant signed an agreement with the plaintiff, purporting to be made between the defendants and T. of the one part, and the plaintiff on the other part, by which they of the first part agreed to supply the plaintiff with coals from the colliery for a term of three years, to commence on the 1st July, 1837; the instrument contained a stipulation, by the parties of the first part, for a lease to the plaintiff of a wharf. At the date of the agreement the parties were acting under a similar one, which would expire on the 1st July, 1837, and was

"Subject to Final Arrangements."]-In an action against a defendant for the breach of a contract to go as surgeon on board an Australian emigrant vessel, the letter, containing the terms. proposed by the plaintiffs, required the defendant to remit them one-third of the passage-money. The defendant's acceptance of the proposal was in these words:"I will accept the ap

you propose"; and he added, "I expect to be in London Saturday or Monday, when I will call on you, and make final arrangements":-Held, that the jury was warranted in finding that the contract was complete, so as to bind the defendant, though he did not remit the money required, or call to make final arrangements. Richards v. Hayward, 2 Scott (N.R.) 670; 2 Man. & G. 574; Ï0 L. J., C. P. 108.

Matter to be Arranged by Agent.]-The agents of A., who had a lease of premises, No. 22, Belgrave Road, to dispose of, wrote to B. as follows:

"We have been requested by Mrs. B. to find her a lodging-house in this neighbourhood; and we forward for your approval particulars of two which we think most likely to suit." Inclosed were particulars of two houses, one of which was No. 22, Belgrave Road, the terms for which were stated to be :-Premium, 250 guineas; rent, 807.; and certain fixtures and planned furniture to be taken at a valuation. B. replied as follows:"I have decided on taking No. 22, Belgrave Road, and have spoken to my agent, Mr. C., of, &c., who will arrange matters with you if you will put yourselves in communication with him.. I leave town this afternoon; so, if you have occasion to write to me, please address to Cirencester" :-Held, that these two letters did not constitute a complete agreement binding on the defendant. Stanley v. Dowdeswell, L. R. 10 C. P. 102; 23 W. R. 389.

By Tender.]-The guardians of the poor of a place, with a view to obtaining tenders for meat for the use of the workhouse, issued an advertisement, stating that they would receive tenders for the supply of the workhouse with meat for three months, from thirty to fifty stone, more or less, per week (describing the sort of meat); that sealed tenders were to be sent to the clerk of the guardians, and that all contractors would have to sign a written contract after the acceptance of the tender. The defendant wrote to the guardians to say that he proposed to supply the workhouse with meat, according to advertisement, for the ensuing three months, at sixpence per pound. This tender was accepted, and the defendant was informed that he was appointed butcher; but, immediately afterwards, he wrote to the guardians to say that he declined the appointment :-Held, that as a written contract was to be executed, the acceptance of the tender did not form a binding contract, so as to

render the defendant liable for refusing to implied contract to pay the value of the goods. supply the workhouse with meat in accordance | Hart v. Mills, 15 M. & W. 85, 87; 15 L. J., Ex. with his tender. Kingston-upon-Hull (Governors, | 200. &c.) v. Petch, 10 Ex. 611; 3 C. L. R. 196; 24 L. J., Ex. 23.

A proposal to receive tenders for certain things to be sold (specifying no limitation or qualification), and an acceptance (also specifying no limitation or qualification), is a contract for the whole. Thorn v. Public Works Commissioners, 32 Beav. 490.

The defendants advertised that offers would be received for old Portland stone of Westminster Bridge. The plaintiff made an offer for the stone of a particular quality, which was accepted :Held, that this was a contract for the purchase of all the stone of that quality. Ib.

Qualification should be Clearly Stated.] When a contract is composed of an offer by letter and an acceptance of the offer by letter, if the offer is clear and unambiguous, and the party who answers it wishes to add to it any condition or qualification, the onus rests upon him of stating clearly and precisely what that condition or qualification is; if the answer, though ambiguous, is capable of being construed as an acceptance, pure and simple, of the offer, the party making the offer is justified in acting upon it in that sense. English and Foreign Credit Co. v...rduin, 40 L. J., Ex. 108; L. R. 5

H. L. 64.

Conditional or Absolute Acceptance.]-A., the agent of an intending purchaser of leaseholds, wrote to B., the vendor's agent, that he "could give him 501. for the lease, plant, &c., if accepted at once." B., in reply, asked A. to allow the offer to remain open for twenty-four hours, in order that he might submit it to his employer. On the following day he wrote to A., "I am directed to accept your offer of 501. for the lease, &c. I shall be here at 11 to 11.30 to-morrow morning to sign contract." A. did not reach B.'s office until twelve o'clock. B. had waited for him until a quarter to twelve, and then sold the property to a third party :-Held, that the letters constituted a binding contract, and specific performance was enforced against the vendor. Branson v. Stammers, 28 W. K. 180.


c. Inferred from Circumstances or Conduct.

Circumstances.] Whenever circumstances arise in the ordinary business of life in which, if two persons were ordinarily honest and careful, the one of them would make a promise to the other, it may properly be inferred that both of them understood that such a promise was given and accepted. Ford, Ex parte, Chappell, In re, 55 L. J., Q. B. 406; 16 Q. B. D. 307.-Per Esher (Ld.), M.R.

Wherever a relation exists between two parties which involves the performance of certain duties by one of them, and the payment of reward to him by the other, the law will imply, or a jury may infer, a promise by each party to do what is to be done by him. Morgan v. Ravey, 6 H. & N. 265; 30 L. J., Ex. 131; 3 L. T. 784; 9 W. R. 376.

Conduct.]-Where the plaintiff sent goods to the defendant's house, and defendant kept part of them, it was held that he was liable on an

The defendant ordered of the plaintiff a publication, to be delivered in monthly parts. He received eight parts, and then refused to receive more. No action could be brought upon the original contract owing to the Statute of Frauds, but it was held that there was a promise to pay for the parts received. Mavor v. Pyne, 3 Bing. 285, 288; 11 Moore, 2; 2 Car. & P. 91.

When Insufficient.]-A., having a horse to sell, agreed to let B. have him for thirty guineas, if he liked him, and that he should take him a month on trial: B. accordingly took him, and kept him about a fortnight, and then told A. he liked the horse, but not the price, and A. desired him, if he did not like the price, to return the horse; B., however, kept him ten days more, and then returned him; but A. refused to receive him, and brought an action on the contract for thirty guineas, the price of the horse-Held, that he could not maintain such action. Ellis v. Mortimer, 1 Bos. & P. (N.R.) 257.

D. & Co. were manufacturers of light fabrics, of which the patterns were supplied by their own artists. Every spring and autumn they introduced new patterns into the English market, and after the season was over, they were in the habit of selling their surplus stock at a greatly reduced price, but always for the purpose of having it shipped to foreign countries, where its sale at the reduced price could not affect their home trade. G., plaintiffs' agent, accordingly sold some lots of such surplus stock to P., at Manchester, as he alleged, upon the express understanding and agreement that the goods were to be shipped by P. to the United States and the West Indies, and were not to be sold in the home market. It appeared that P. obtained a longer than the usual term of credit in the transaction, as plaintiffs stated, at P.'s request, on the ground that he could not sooner get the money from abroad in return for the goods. Upon a bill for specific performance, and praying for an injunction to restrain P. from selling the goods in England :-Held, that the evidence of the contract was insufficient, and that the proper remedy in such a case was at law. Dollfus v. Pickford, 2 W. R. 204.

Acting on Terms.] - Circumstances in the conduct of two parties may establish a binding contract between them, although the agreement, reduced into writing as a draft, has not been formally executed by either. Brogden v. Metropolitan Ry., 2 App. Cas. 666.

A mere mental assent to the terms stated in a proposed contract would not be binding, but acting upon those terms, by sending coals in the quantities and at the prices mentioned in it, amounted to sufficient to show the adoption of the writing previously altered and sent, and to constitute it a valid contract. Ib.

The onus of showing that both parties had acted on the terms of an agreement which had not been, in due form, executed by either, lies upon the party who rests his case on that circumstance. lb.

E. & Co. being indebted to the plaintiffs, who were bankers, the defendants, by a writing expressed to be made between the plaintiffs and the defendants, in consideration of the agreement thereinafter contained on behalf of the plaintiffs

agreed that they would pay all moneys which | name. B.'s agent sent back the paper to the then were or at any time should be due from E. & Co. to the plaintiffs, not exceeding 35,000l., by instalments of 3,000l. a year, for five years, and two subsequent annual instalments of 10,000Z.; and in consideration the plaintiffs agreed that they would not charge more than five per cent. interest to E. & Co.; and when all debts of E. & Co., except 15,000l., should have been paid, would grant them a full release. This agreement was signed by the defendants, and handed by them to the plaintiffs, who had pressed for it. The plaintiffs had acted upon, but never executed it-Held, that the agreement was binding upon the defendants, notwithstanding that it had not been executed by the plaintiffs. Liverpool Borough Bank v. Eccles, 4 H. & N. 139; 28 L. J., Ex. 122.

agent of the company, who put it in his desk,
and nothing farther was done in the way of
a formal execution of it. Both parties for some
time acted in accordance with the arrange-
ments mentioned in the paper.
Coals were
supplied and payments made as therein stated,
and when some complaints of inexactness in
the supply of coals, according to the terms
stated in the paper, were made by the company,
there were explanations and excuses given by
B., and the contract was mentioned in the
correspondence, and matters went on as before.
Finally disagreements arose, and B. denied
that there was any contract which bound him
in the matter:-Held, that these facts and the
actual conduct of the parties established the
existence of such a contract, and there having
been a clear breach of it, B. must be held liable
upon it. Ib.

B. was the chief partner in a partnership of three persons. The word "approved," written by him and signed with his name, was treated as an assent binding on all the partners (whose names were mentioned in the paper), although the usual form of signature of the partnership was that of " B. & Sons." Ib.

Differences having arisen between B., a share holder, and the managing director of a registered company, and the other directors, the board, at a duly constituted meeting, came to the following resolution :—“ The board is willing to accept Mr. B.'s resignation, and to pay him the proportion of salary due, say in round numbers, 150., and at the same time the members of the board will jointly relieve him of his shares, and guarantee him against all calls thereon. The directors, being desirous that this matter should be definitely settled. request that Mr. B. will reply to the offer now made to him by the next board day, the 4th of September; unless the terms of agreement proposed are accepted by that date, the directors are to be no longer bound by them. (Signed) T. A., Chairman." B. replied within the time mentioned:-"I accept your offer. It may be arranged as speedily as you can wish, and, in fact, I accept the offer as one to be at once carried out, and on receiving the guarantee as to the shares, in which I presume your chairman, Mr. C., concurs, and advice that the sum fixed is paid in to my account at L., my resignation shall be at once forwarded." At a meeting of the directors, the board, by a minute, accepted B.'s resignation, and requested the secretary to get the guarantee prepared by the solicitors, and to take other steps to carry out the negotiation :-Held, that the resolutions and letters constituted a complete agreement, and bound the directors individually who were present. when the offer was made; and that B. having resigned, and been compelled to pay calls on his shares, might maintain an action against the directors for not indemnifying him, although no guarantee was tendered for execution. Barker v. Allan, 5 H. & N. 61; 29 L. J., Ex. 100; 6 Jur. (N.S.) 23; 1 L. T. 167; 8 W. R. 127.

-Draft Agreement "Approved."-The word "approved," written by one of the parties at the end of a draft agreement, must be taken as an approval of the substance of the draft, and not, as in the case of a conveyancer's or solicitor's draft, an approval of the mere form. Brogden v. Metropolitan Ry. supra.

B. had for some years supplied a railway company with coals. At last it was suggested by B. that a contract should be entered into between them. After their agents had met together the terms of agreement were drawn up by the agent of the company and sent to B. B. filled up certain parts of it which had been left in blank, and introduced the name of the gentleman who was to act as arbitrator in case of differences between the parties, wrote "approved" at the end of the paper, and signed his own

Signing "Turn-Paper."]-Defendants having purchased a cargo of coals on board a ship lying in the port of London, signed, in conjunction with the factor who sold the coals, and in the usual course, a turn-paper, addressed to the shipmeter, who was thereby directed to unload after a certain rate per working day, at a certain dock; and on the following day the captain, having arrived at the dock, gave notice to the dockmaster that he was ready for unloading. In consequence, however, of there being already several vessels at the dock entitled to precedence, the unloading of the ship was delayed:-Held, in an action for demurrage by the shipowner, that the turnpaper, in the absence of any evidence of custom, did not constitute a contract, nor was it evidence of one, as between the plaintiffs and the defendants, that the unloading should commence immediately upon the arrival of the ship at the appointed place. Shadforth v. Coru, 32 L. J., Affirmed, 32 B. 78; 9 Jur. (N.S.) 910. J., Q. B. 379; 8 L. T. 736; 10 W. R. 919

-Ex. Ch.

d. Unaccepted Proposals.

To Pay Salary.]-A., the manager of a theatre, by letter, proposes to B., an actor, an engage ment at 21. per week, determinable by a month's notice. B. performs under this proposal. Notice is given by letter to B. to determine the employment, unless B. will consent to a reduction of salary. In a third letter, A. writes :--" I have received your letter, and upon reconsideration will give you the same terms, 27., for the summer season":-Held, that the first and third letters contained merely proposals, and that as no agreement was constituted between the parties, until those proposals had been expressly accepted or tacitly acquiesced in by B., the correspondence was admissible in evidence without an agreement stamp. Hudspeth v. Yarnold, 9 C. B. 625; 19 L. J., C. P. 321; 14 Jur. 578.

To Pay Debt of Third Party.]-A declaration stating that J. being indebted to the plaintiff in a certain sum, the defendant, by his agent, wrote to the plaintiff as follows:-" Without

« EelmineJätka »