The most general division of contracts is into contracts by specialty, and simple contracts.1

(C) See the Abridgments of Brooke, Rolle, Bacon, etc.

(d) Vol. III.-* 16.

1 Contracts are also divided into express contracts and implied contracts. Contracts are express when their terms are stated by the parties in writing or verbally. Contracts are implied when their terms must be gathered wholly or in part from the acts of the parties. The distinction between the two classes relates simply to the manner in which the parties have expressed their agreement, and consequently affects the nature of the evidence by which the agreement can be proved rather than the Contracts by specialty are those which are reduced to writing and attested by a seal - or, to use the common phrase, contracts under seal; and contracts of record. These last are judgments, recognizances, and statutes staple. But the term " contracts by specialty" is sometimes confined to contracts under seal.

Simple contracts are all those which are not contracts by specialty. It is not accurate in point of language to distinguish between verbal contracts and written contracts; for whether the words are written or spoken, the contracts are equally verbal, or expressed in words. Nor is it accurate in point of law to * distinguish between written and parol contracts. (e) For whether they be written or only spoken, they are, in law, if not sealed, equally and only parol contracts. For some purposes, and especially by the requirements of the Statute of Frauds, the evidence of the contract must be in writing; and when it is in writing, some peculiar rules of law apply to it. (f) But it is a mistake to rest upon this a legal distinction between written and oral contracts; and from this mistake some confusion has arisen. (g)

The essentials of a legal contract, of which we shall now pronature of the contract itself. Some confusion has arisen by the use of the words " implied contracts " in a broader sense, as by Blackstone in the passage quoted supra, *4, to include obligations imposed by law regardless of the intention of the parties, and the phrase, contracts implied in law, has been applied to such obligations to distinguish them from contracts implied from the acts of the parties. As the only resemblance such obligations bear to contracts properly so called is in the form of remedy allowed for their enforcement, quasi contracts is a more accurate name for them. As to the nature of quasi contracts and the importance of distinguishing them from true contracts, see Speake v. Richards, Hob. 206; Hodsden v. Harridge, 2 Sannd. 64; Cockram v. Welby, 2 Mod. 212; Phillips v. Homfray, 24 Ch. D. 439; Steamship Company v. Joliffe, 2 Wall. 450; State of Louisiana v. May or and Administrators of New Orleans, 109 U. S. 285; Inhabitants of Milford v. Commonwealth, 144 Mass. 64; Woods v. Ayres, 39 Mich. 345; Sceva v. True, 53 N. H. 627; People v. Speir, 77 N. Y. 144; Maine, Ancient Law, 4th ed., 343-344; 2 Austin's Jurisprudence, 4th ed., 944; Ames, History of Assumpsit, 2 Harvard Law Review, 63, 64.

(e) " The law makes no distinction in contracts, except between contracts which are, and contracts which are not, under seal I recollect one of the most learned judges who ever sat upon this or any other bench, being very angry when a distinction was attempted to be taken between parol and written contracts, and saying, ' They are all parol, unless under seal.'" Lord Abinqer, C. B., in Beckham v. Drake, 9 M. & W. 92.

(f) And independently of the statute, a familiar rule of judicial procedure forbids the contradiction, by one sort of evidence, of a state of things declared to exist by a higher sort. In this sense it is unquestionably true, as Lord Ellenborough said in Hoare v. Graham, 3 Camp. 57, that to incorporate with a written contract an incongruous parol condition, is contrary to first principles.

(g) Wilmot, J., Pillans v. Van Mierop, 3 Burr. 1670-1, and Parker, J., Stack-pole v. Arnold, 11 Mass. 27, 30, recognize three classes of contracts, but are not sustained by the authorities. See Rann v. Hughes, 7 T. R. 350, n.; Thacher v. Dinsmore, 5 Mass. 299, 301; Cook v. Bradley, 7 Conn. 57; Union Turnpike Co. v. Jenkins, 1 Caines, 386.

Proceed to treat, are, first, the Parties, for we cannot conceive of a contract which has no parties; secondly, the Consideration, for this is, in legal contemplation, the cause of the contract; thirdly, the Assent of the Parties, without which there is in law no contract; and fourthly, the Subject-Matter of the Contract, or what the parties to it propose as its effect.