STAMPS ON AGREEMENTS. (k)

By 55 Geo. 3, c. 184, it is further enacted that every AGREEMENT or memorandum, or minute of an agreement under hand only, where the matter thereof shall be of the value of 207. or upwards, whether the same shall be only evidence of a contract, or obligatory upon the parties from its being a written instrument, together with every schedule, receipt, or other matter put or indorsed thereon, or annexed together, where the same shall not contain more than 1080 words, (being the amount of 15 common law folios,) shall have a stamp of the value of 17. reduced by 7 & 8 Vict. c. 21, to 2s. 6d. and where the same shall contain more than 1080 words, 17. 15s., and for every entire quantity of 1080 words, a further progressive duty of 11. 58. Od. (1) Provided always, that where divers letters shall be offered in evidence to prove an agreement between the parties who shall have written such letters, it shall be sufficient if any one of such letters shall be stamped with a duty of 17. 158. Od., although the same shall, in the whole, contain twice the number of 1080 words or upwards."

There is, then, an express exemption from all stamp duties in favour of a "label, slip, or memorandum, containing the heads of insurances to be made" by certain insurance companies, also of memorandums or agreements for leases at a rack rent under 5l., or for the hire " of "labourers, artificers, manufacturers, or menial servants;" also of all memorandums, letters, or agreements, "made for or relating to the SALE of any GOODS, wares, or merchandize," or agreements between mariners and masters of vessels employed in coasting voyages, or "letters containing any agreement in respect of any merchandize or evidence of such agreement, which shall pass by the post between merchants or other persons carrying on trade or commerce, and residing, and actually being, at the time of sending such letters, at the distance of fifty miles from each other." (m) The stat. 5 & 6 W. 4, c. 19, s. 35, further exempts from stamp duty agreements for wages between masters and mariners in the merchant ser

vice.

Of the exemption from stamp duty in favour of CONTRACTS FOR THE

SALE OF GOODS AND CHATTELS.

A contract under seal for the sale and purchase of goods and chattels is not exempt from the stamp duty on DEEDS. If the parties choose to

(k) Eagleton v. Gutteridge, 11 M. & W. 468. (1) Figures must be counted as words Linley v. Clarkson, 1 C. & M. 436.

(m) Schedule, part i. tit. agreement. See the general exemption; also Ante, ch. 3, § 2. Mackenzie v. Banks, 5 T. R. 176.

resort to a solemn and formal contract under seal, such contract, if executory, must be stamped with a deed stamp of 17. 15s., and if it operates as an immediate transfer of the thing sold to the purchaser, it must have an ad valorem stamp before it can be given in evidence in any court of justice. (n) But all contracts and bargains in writing, signed only by the parties, are exempt from duty, provided they relate simply to the sale and purchase of goods, wares, and merchandize.

Fructus industriales, such as growing crops of turnips, potatoes, and corn, being considered, as previously mentioned, goods and chattels, are within the exemption of the statute, and contracts as to them, need not consequently be stamped to be admissible in evidence. (o) A contract for the supply of oil, or a contract with a water company for the supply of water, is a contract for "the sale of goods, wares, and merchandize" within the exemption, and does not consequently require a stamp; and it is immaterial whether the subject matter of the sale exists at the time of the making of the contract, or whether it has afterwards to be made, manufactured or provided. (p) An agreement to make a complicated machine with wheels and springs, according to a certain specification, is an agreement relating to the sale of goods within the exemption, unless the contract provides for the erection of it in a dwelling house, or upon the soil and freehold as a fixture, in which case it is a contract concerning fixtures which do not come within the exemption, either as goods, wares, or merchandizes. (q)

The act 9 Geo. 4, c. 14, which extends the provisions of the statute of frauds to contracts for the manufacture and supply of goods and materials, expressly provides that no memorandum or other writing, made necessary by that act, "shall be deemed to be an agreement within the meaning of any statute relating to the duties of stamps."

An agreement relating to the sale of goods comes within the exemption, notwithstanding the introduction into it of collateral matter. (r) An agreement to take a share in goods bought, and pay for such share at a future period, (s) or to cancel a bargain for the purchase of particular goods and make a new arrangement respecting them, (t) falls within the exemption, and so also does a warranty contained in a receipt for the

(q) Pinner v. Arnold, 1 Tyr. & G. 1; 2 C. M. & R. 613 s. c. Hallen v. Runder, 1. C. M. & R. 266. Lee v. Risdon, 7 Taunt. 191. Park, J., 2 Sc. 249.

(r) Meering v. Duke, 2 M. & R. 121. Heron v. Granger, 5 Esp. 219.

(s) Venning v. Leckie, 13 East 7.

(t) Whitworth v. Crockett, 2 Stark. 431.

price of a horse, (u) and an agreement to take a share in a horse already purchased. (a) If, however, the writing is introduced for the purpose of proving an agreement, independent of the contract for the sale of goods, it will not be admitted in evidence without being stamped with an agreement stamp. (y) And if the contract established by the writing is an entire contract for something more than a sale of goods, it does not fall within the exemption of the statute.

Thus, where a writing when produced in evidence purported to be an agreement for the sale of "two flies at 607., 57. to be paid down, and the remainder of the money at three months from the above date, harness and goodwill included in the above agreement;" it was held that as this was an entire contract for the sale of the goodwill of the business as well as of the chattels specified, it could not be received in evidence without a stamp. (2)

So where a contract was entered into for the sale and purchase of a patent furnace, and for a license to exercise and enjoy the patent right of using such furnace, it was held that this was something more than a mere contract for the sale of goods and merchandize, and did not come within the exemption of the stamp act. (a) An entire contract also for work and labour and the supply of materials, and the erection of a fixture upon the soil and freehold, was held to require a stamp as amounting to something more than a contract for the sale of goods.

Guarantees for the payment of goods.-All guarantees for the payment of goods sold to a third party are within the exemption of the statute, and need not consequently be stamped to be admissible in evidence, (b) and so are agreements by brokers to indemnify their principals and employers against loss on the resale of goods purchased by them, (c) provided the primary object of the writing is a purchase or sale of goods, and the guarantee or indemnity against loss secondary and subsidiary thereto. If the primary object of the written undertaking or guarantee, however, be the obtaining of money upon a pledge of goods, it does not come within the exemption, although it may authorise the party making the advance to sell the goods when they come to hand, in satisfaction and discharge of the sum borrowed. Thus where a principal, in a letter to his factor, inclosing bills for the acceptance of the latter, promised to

(u) Skrine v. Elmore, 2 Campb. 406. (x) Marson v. Short, 2 Sc. 243; 2 Bing. N. S. 118 s. c.

(y) Forsyth v. Jarvis, 1 Stark. 437.

(2) South v. Finch, 4 Sc. 293; 3 Bing. N. C. 506.

(a) Chanter v. Dickenson, 6 Sc. N. R. 182;

2 Dowl. N. S. 838.

(b) Warrington v. Furbor, 8 East 242; 6 Esp. 89 s. c. Watkins v. Vince, 2 Stark. 368. Martin v. Wright, 9. Jurist, (8th March 1845,) 178.

(c) Curry v. Edenson, 3 T. R. 524.

provide funds for the bills, if certain goods about to be placed in the factor's hands should remain unsold at the time of the bills falling due; it was held that this letter did not come within the exemption of the stamp act, and could not be given in evidence unless it was stamped with an agreement stamp, as the primary object of the letter was the obtaining of money upon a pledge of goods, and the sale only a secondary or collateral object. (d)

Contracts relating to realty and to an interest in land.-A contract for, or relating to, the sale of realty and an interest in land, does not come within the exemption of the statutes; all bargains consequently for the purchase and sale of veins or beds of coal, or of the growing produce of an orchard, or of fruit trees, or of growing grass, or timber, or underwood, or hops, not sold with a view to its immediate severance and removal from the soil as a chattel, must be stamped as agreements, as they have been held, as previously mentioned, to be contracts for or concerning an interest in land. (e)

Fixtures are not, as has previously been shown, considered to be goods and chattels; they do not fall, therefore, within the exemption of the stamp act, and contracts for the erection of them, or for the sale and purchase of them, must be stamped in the ordinary way as agreements. (f)

Agreements" the matter whereof" is not " of the value of 201." (g)— If the consideration for an undertaking or promise does not amount to 207. in value, the written memorandum of such promise does not fall within the operation of the stamp acts, although the subject matter of it, or the thing to which it relates, may far exceed that value, and the breach of it may consequently give rise to a claim for damages far surpassing 201.

A wharfinger received fifteen chests of lac dye of the value of 6007., upon the terms that he should, for the usual wharfage, ship them in a particular manner; the dye being lost and destroyed by reason of his neglect, an action was brought against him to recover damages, and a written memorandum, whereby the wharfinger acknowledged the receipt of the chests, and undertook to ship them "four in a ship," was tendered in evidence and objected to on the ground that the subject matter thereof, the fifteen chests of lac dye was of the value of 6007., which

(d) Smith v. Cator, 2 B. & Ald. 778. (e) Ante, p. 92. Waddington v. Bristow, 2 B. & P. 452. Phillips v. Morrison, 12 East 740. Cattell v. Gambell, 6 Sc. 733.

(f) Parke, J., 2 Sc. 249; Parke, B., 2 C. M. & R 616; 1 C. M. & R. 275. Chanter v. Dickenson, 2 Dowl. N. S. 838; 6 Sc. N. R. 182. (g) Remon v. Hayward, 2 Ad. & E. 666.

K

amount the plaintiff sought to recover by his action, and that the memorandum consequently ought to have been stamped; but it was holden that the "matter of the agreement" within the meaning of the stamp acts, was the wharfage and charge on shipment, which the wharfinger was to receive as the consideration for his promise, and as this amounted to 7s. 6d. only! the memorandum was admissible in evidence without a stamp. (h)

An action was brought against a common carrier to recover damages sustained by reason of the loss of a parcel of bank notes, and the following carrier's receipt was produced, " Received of L. and Co., (the plaintiffs,) a paper parcel directed to Messrs. Hoare, Bankers, Lombard Street, value 2607., which we agree to deliver to them to-morrow, fire and robbery excepted.-Carriage paid." And it was urged that the "matter of the contract," within the meaning of the stamp laws, was the price of the carriage which was below 20., and not the value of the parcel, and Lord Tenterden, after some doubt and hesitation, admitted the paper in evidence upon the authority of the previous case. (i)

Upon the same principle it has been holden in the case of agreements for leases, that the value of the "matter of the agreement" is not the value of the land nor the value of the occupation, but the amount of rent reserved and agreed to be paid, that the rent is what the parties deal for, and the amount of stamp duty must be regulated by that and not by the value of the property. (k) So also in the case of an agreement to confess a judgment for 50l. to secure a debt and costs of smaller amount, it has been held that the value of "the matter of the agreement" is not the amount of the judgment, but the debt and costs to be recovered. (7)

Contracts of uncertain value.-Neither is a stamp necessary if the value is altogether uncertain, and not measurable by a pecuniary standard. A contract of marriage, for example, is not within the meaning of the act," because the value of the contract is not measureable." (m)

Indorsements and references to other documents.-The words "together with every schedule, (n) receipt, or other matter put or indorsed thereon or annexed thereto," do not extend to a detached independent contract, referred to and incorporated in another contract. Thus where an agreement had been entered into and duly stamped, containing a special clause for referring disputes to arbitration, and subsequently a

(h) Chadwick v. Sills, R. & M. 15. (2) Latham v. Rutley, R. & M. 13. (k) Doe v. Wiggins, 4 Ad. & E. N. S. 367. Doe v. Amos, 2 M. & R. 180.

(1) Ames v. Hill, 2 B. & P. 150.

(m) Bayley, J., Orford v. Cole, 2 Stark. 353.

Cox v. Bailey, 6 M. & Gr. 195.

(n) Lake v. Ashwell, 3 East, 326.