Canal Company, 1 Rail. Ca. 257. (t) Whaley v. Bagnel, 1 Bro. P.

C. 345: (the decision was upon the Irish Statute of Frauds, which corresponds with the English Act:) Cooke v. Tombs, 2 Anst. 420.

(v) Gosbell v. Archer, 2 Ad. & E. 500.

And it is, of course, necessary that the letter or other document relied on should be consistent with the parol agreement set up by the party relying on it (x).

As to both parties being named; - it is stated by Lord Cowper (Lord Keeper), "that if a man being in company makes offers of a bargain, and then writes them down and signs them, and another person then takes them up and prefers his bill, there will be a sufficient agreement (y);" and the dictum, which was extrajudicial, is cited by Sir E. Sugden (z): however, in Boyce v. Greene (a) a memorandum in these words, "Sold 100 Mining Purdies at 17s. 6d." and signed by the vendor, was held insufficient, as not mentioning the name of the purchaser (b): so, it has been held, that, in order to bind the purchaser by the auctioneer's entry, either the name of the vendor must appear by the entry itself or in the conditions or particulars thereby referred to, or the auctioneer must bind himself personally by his entry (c).

In the case of a letter, if the name of the party to whom it is addressed appear in an indorsed direction, or be written at the foot of the letter, no difficulty on the above point can arise: if an envelope be used, the name may often not appear in the letter; but the Court, it is conceived, would receive evidence connecting the envelope with the inclosure.

Recital of agreement, held sufficient .

Document relied on must consist with alleged parol agreement.

Whether both parties must be named.

As to the names in the case of an agree(w) Hall v. Betty, 4 Man. & G. 410. merit by-letter.

(x) Cooper v. Smith, 15 East, 103.

(y) Coleman v. Upcot, 5 Vin. Ab. 527.

(z) Sug. 115.

(a) Batty, 608.

(b) See Seagood v. Meale, Prec. Ch. 560; Champion v. Plummer, 1 Bos. & P., N. It. 254.

(c) Wheeler v. Collier, Moo. & Malk. 12;}; and see Jacob v. Kirk, 2 Moo. & Rob. 221.

A letter, it may be remarked, binds the writer from the time of its transmission; not of its receipt by the other party (e): and a person bound to accept or reject an offer by a particular post, and duly posting his letter, is not responsible for delay in the post office (f); even although, by mistake, he date his reply a day in advance, so that, through such delay, the letter be delivered at a time apparently consistent with its erroneous date (g).

A general description of the estate, - e. g., "Mr. O.'s house" (h), or, "the property in Cable Street" (i), or, "the house in Newport" (k), - is sufficient; if parol evidence can be produced to show what property was intended: there must, however, be some description; e. g., a memorandum that a party has disposed of "his writings," (i. e., title deeds,) is insufficient (l).

So, all the essential terms of the contract must be fixed, or, as in the case of the arbitration bond (m), the means of compulsorily fixing them with perfect accuracy must be provided; thus, a receipt for the deposit has been held insufficient, because it did not state either the price or what proportion the deposit bore to the price (n); so, where the price was fixed subject to variation in respect of a rent-charge, and it did not appear whether the amount was 5s. or 1s. per annum, the defect was held fatal (n); so, upon a sale subject to conditions, the auctioneer's receipt or entry would be void, unless it were actually annexed, or clearly referred, to the conditions (o).

Offer by letter, when binding.

Party accepting offer is not liable for delay in the post-office.

General description of property sufficient.

But there must be some description.

The writing must fix, or provide the means of fixing, all the terms of the agreement.

(e) Potter v. Sanders, 6 Ha. 1.

(f) Adams v. Lindsell, 1 B. & Ald. 681.

(g) See Dunlop v. Higgins, 1 H. of L. Ca. 396.

(h) Ogilvie v. Foljambe, 3 Mer. 61.

(i) Bleakleg v. Smith, 11 Sim.150

(k) Owen v. Thomas, 3 Myl. & K. 353.

(l) Seagood v. Meale, Prec. Ch. 560.

(m) Supra, p. 98.

(n) Blagden v. Bradbear, 12 Ves. 466.

It is, however, not necessary that the terms should appear on the face of the instrument signed by the party to be charged; which, when an agreement has to be made out from correspondence, is seldom the case; it is sufficient if the instrument refer to other documents, (such as conditions of sale, previous letters, or, in fact, any other writings,) which contain the terms (p).

Such writings, however, must clearly be referred to (q); and, unless their entire contents are to form part of the agreement, it must distinctly appear what is and what is not to be so included: e. g., where the signed writing referred to such of the clauses contained in a specified paper as had been read at a meeting between the parties, not stating which had been so read, it was held bad for uncertainty (r).

In the last case, it will be seen (s) that there was a defect patent on the face of the agreement: the agreement itself, according to its own grammatical construction, raised the question as to which of the clauses were intended; but, in the case of a mere imperfect reference to another instrument, parol evidence is admissible to ascertain its identity (t); so, parol evidence is admissible to explain the sense in which words, in themselves unintelligible, were used by the parties (t); or the peculiar meaning which local, professional, or trade usage, has attached to particular expressions (u).

But need not specify them: a reference to other documents containing them is sufficient.

But the reference must be clear.

Patent ambiguity fatal; but parol evidence is admissible in aid of a defective reference, etc.