The memorandum must contain all the material terms of the contract expressed with such certainty that it may be understood without recourse to parol evidence.24

Where a contract does not fall within the statute, the parties may, at their option, put their agreement in writing, or may contract orally, or put some of the terms in writing, and arrange others orally. In the latter case, although that which is written cannot be varied by parol evidence, yet the terms arranged orally may be proved by parol, in which case they supplement the writing, and the whole constitutes one entire contract. Where, however, a contract falls within the statute, all its terms must be in writing.26 Parol evidence of terms not appearing in the writing would invalidate the contract by showing that it was different from what appears in the memorandum.

It is said in a Massachusetts case that: "The contract or memorandum must express the substance of the contract with reasonable certainty, either by its own terms or by reference to some other deed, record, or other matter from which it can be ascertained with ble to show that the name represented defendant. Bibb v. Allen, 149 U. S. 481, 13 Sup. Ct 950, 37 L. Ed. 819. But see Minard v. Mead, 7 Wend. (N. Y.) 68; Newcomb v. Clark, 1 Denio (N. Y.) 226. See "Frauds, Statute of," Dec. Dig. (Key-No.) §§ 107, 158; Cent. Dig. §§ 212, 213, 375.

23 Trueman v. Loder, 11 Adol. & El. 589; Dykers v. Townsend, 24 N. Y. 57; Sanborn v. Flagler, 9 Allen (Mass.) 477; Hargrove v. Adcock, 111 N. C. 166, 16 S. E. 16; McConnell v. Brillhart. 17 111. 354, 65 Am. Dec. 661; Violett v. Powell's Adm'r, 10 B. Mon. (Ky.) 347, 52 Am. Dec. 548; Hypes v. Griffin, 89 111. 134, 31 Am. Rep. 71; Tewksbury v. Howard, 138 Ind. 103, 37 N. E. 355. The agent, however, so contracting cannot show by parol that he did not intend to bind himself. Higgins v. Senior, 8 Mees. & W. 834; Waring v. Mason, 18 Wend. (N. Y.) 425. See "Frauds, Statute of," Dec. Dig. (Key-No.) § 158; Cent. Dig. § 375.

24 Patt v. Gerst, 149 Ala. 287, 42 South. 1001; Seymour v. Oelrichs, 156 Cal. 782, 100 Pac. 88, 134 Am. St. Rep. 154; McKnight v. Broadway Inv. Co., 147 Ky. 535, 145 S. W. 377. See "Frauds, Statute of," Dec. Dig. (Key-No.) § 113; Cent. Dig. §§ 239-21,1.

25 May v. Ward, 134 Mass. 127; Drake v. Seaman, 97 N. Y. 230; Mess-more v. Cunningham, 78 Mich. 023, 44 N. W. 145; Lester v. Heidt, 86 Ga. 226, 12 S. E. 214, 10 L. R. A. 108; Ringer v. Holtzclaw, 112 Mo. 519, 20 S. W. 800; Fry v. Platt, 32 Kan. 62, 3 Pac. 781; Willy v. Robert, 27 Mo. 388; O'Donnell v. Leemin. 43 Mo. 158, 09 Am. Dec. 54; Kriete v. Myer, 01 Md 558. See "Frauds, Statute of," Dec. Dig. (Key-No.) § 113; Cent. Dig. §§ 239-2W.


like reasonable certainty. The statute is intended as a shield. No particular forms are required, and it looks at the substance of the contract. It requires a note or memorandum of the contract, not a detail of all its particulars." 26 While this is no doubt sound law, it must not be taken to mean that any of the terms of the contract can be shown by parol.