Mode of communicating acceptance of proposals. When communication of acceptance concludes contract. Acceptance hy performance of conditions. Acceptance must be intends to communicate it, or which necessarily tends to such communication. § 564. If a proposal prescribes any conditions concerning the communication of its acceptance, the proposer is not bound unless they are conformed to; but in other cases. any reasonable and usual mode may be adopted.' 'Dunlop v. Higgins, 1 H. of L. Cas., 398; Vassar v. Camp, 11 N. Y., 451. 565. Consent is communicated by each party to the other and the contract is complete, as soon as the person accepting a proposal has put his acceptance in the course of transmission to the proposer, in conformity to the last section.' Mactier v. Frith, 6 Wend., 103; Vassar v. Camp, 11 N. 566. Performance of the conditions of a proposal is an acceptance thereof.' 'Harvey v. Johnston, 6 C. B., 304. § 567. An acceptance must be absolute and unqualified, absolute. or must include in itself an acceptance of that character, which the proposer can separate from the rest, and which will conclude the person accepting. A qualified accept ance is a new proposal. 1 Hough v. Brown, 19 N. Y., 114, 115; Code La., 1799; Borland v. Guffey, 1 Grant (Pa), 394. 'Code La., 1801. § 568. A proposal may be revoked at any time before its acceptance is communicated, but not afterwards.' 1 Routledge v. Grant, 4 Bing., 653; Head v. Diggon, 3 § 569. A proposal is revoked by 1. The receipt of notice of revocation from the proposer by the other party before acceptance; 2. The lapse of the time prescribed therein for its acceptance, or if no time is prescribed, the lapse of a reasonable time without acceptance; 3. The failure to fulfill a condition precedent to accept ance; 4. The death or insanity of the proposer. The Palo Alto, Daveis R., 356. $570. A contract which is void for want of due consent, Ratification may, if not unlawful in its purpose,' be ratified by a sub- void for sequent consent.' want of consent SECTION 571. Good consideration, what. 572. How far legal or moral obligation is a good consideration. 2 sideration, 571. Any benefit conferred,' or agreed to be conferred, Good conupon the promisor, by any other person,' or any prejudice what. suffered, or agreed to be suffered,' by such person," at the time of consent,' as an inducement to the promiser, is a good consideration for a promise. 1 Johnson v. Titus, 2 Hill, 606; Oakley v. Boorman, 27 Houghtailing v. Randen, 25 Barb., 21; Sage v. Hazard, Lawrence v. Fox, 20 N. Y., 268; Judson v. Gray, 17 4 Miller v. Drake, 1 Caines, 45; Rutgers v. Lucet, 2 Johns. Conover v. Brush, 2 N. Y. Leg. Obs., 289; Decker v. Decker v. Judson, supra. 7 Livingston v. Rogers, Cole. & C. Cas., 331; Utica & How far legal or 2 § 572. An existing legal' or moral obligation resting moral obli- upon the promiser, is also a good consideration for a promise, to an extent corresponding with the extent of the obligation, but no further or otherwise. gation is a good con sideration. * The common law does not recognise moral obligations, except in a few cases, as sufficient to sustain a promise. (Goulding v. Davidson, 28 Barb., 438; Nash v. Russell, 5 Barb., 556; Geer v. Archer. 2 Barb, 420; Watkins v. Halstead, 2 Sandf., 311; Elle v. Judson, 24 Wend., 97; Smith v. Ware, 13 Johns., 257; Beaumont v. Reeve, 8 Q. B., 483; Eastwood v. Kenyon, 11 Ad. & El., 438. But see contra, Doty v. Brown, 14 Johns., 381; Lee v. Muggeridge, 5 Tuunt, 36). The authorities, however, entirely fail to establish any satisfactory principle upon which to distinguish between the different species of moral obligations. Thus in Bunn v. Winthrop (1 Johns, Ch., 329.) past seduction is held a good consideration. n Beaumont v. Reeve (8 Q. B, 483), the very reverse 8 decided. In Goulding v. Davidson (28 Barb., 438.) it is said that there must have been at some time an actual legal obligation, yet in Rice v. Welling (5 Wend, 595,) and Early v. Mahon, (19 Johns., 147), the original contract was usurious, and therefore void ab initio. The same may be said of promises to pay debts contracted in infancy, which are held valid. The only proper course seems to be, either to declare that no moral obligatious amount to a consideration for a promise, or that any do. Roscorla v. Thomas, 3 Q. B., 234; Hopkins v. Logan, 5 M. & W., 247. Considera- § 573. If any part of the consideration is unlawful, the tion unlawful. contract is void.' 'Pepper v. Haight, 20 Barb., 429; Barton v. Port Jackson P. R. Co., 17 Barb., 397; Burt v. Place, 6 Cow., 431. contract. § 575. An express contract is one the terms of which are Express stated in words. contract. § 576. An implied contract is one the existence and terms Implied of which are manifested by conduct. § 577. All contracts may be made orally, except such are specially required by statute to be in writing. tracts must be written. § 578. The following contracts or some memorandum What conthereof, expressing the consideration, must be in writing, subscribed by the party to be charged thereby, or by his agent for the purpose: 1. An agreement that, by its terms, cannot be performed within one year; 2. An agreement made upon consideration of marriage, other than mutual promises to marry. See note to 1.80. $579. The execution of a contract in writing, whether Effect of writing. the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the in strument,' 'Baker v. Higgins, 21 N. Y., 396; Lamatt v. Hudson Riv. Contract in writing 580. A contract in writing takes effect upon its delivery takes effect to the party in whose favor it is made, or to his agent.' from de livery. Seal, effect of, Seal, how affixed, &c. The provisions of the chapter on TRANSFERS OF REAL PROPERTY, concerning delivery of deeds, absolute and con ditional, apply to all written contracts. 'Verplank v. Sterry, 12 Johns., 536; comparo Elsey v. Metcalf, 1 Den., 323. § 581. A seal is presumptive evidence of a consideration. § 582. A corporate or official seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written.' All other seals must be affixed by means of an impression upon a tenacious substance fastened to the instrument. 13 R S. (5th ed.), 687. Warren v. Lynch, 5 Johns., 239; Andrews v. Herriot, 4 CHAPTER III. INTERPRETATION OF CONTRACTS. SECTION 583. Contracts, how to be interpreted. 586. Fraud, mistake or accident concealing intention of parties. 587. Effect to be given to every part of contract. 588. Several contracts relating to same matters. 590. Technical words. 591. Law of place. 592. Contract explained by circumstances. 593. Contract restricted to its evident object. 594. Particular clauses subordinate to general intent. 596. Repugnancies to be reconciled, &c. 597. Rejection of words wholly inconsistent. 598. Words to be taken most strongly against whom. 599. Reasonable stipulations, when implied. 600. Necessary incidents of contract implied. 601. Time of performance of contract. 602. Same rules of interpretation apply to all contracts. |