The property to which a sale, or contract to sell, relates, must be described in the memorandum.72 So, although the contract appearing in the memorandum seems to be complete upon its face, if, in fact, there were additional terms, the memorandum is insufficient.73 Thus, if there is a waron the part of the defendants; an important condition of the contract on their side. Their agreement was not absolute to pay the money. It was conditioned upon the rendition of the stipulated services. Any memorandum which omits the condition falsifies the agreement they actually made and represents them as agreeing to pay the money absolutely when they did not so contract. It is no answer that the omitted condition, coupled with the other party's promise of performance, constituted a consideration for his own agreement, and so need not be expressed." Drake v. Seaman, 97 N. V. 230, 235. In New York it is to be observed that at least no statute providing that the consideration need not be expressed embarrassed the court. In Michigan, however, though construing the statute of that State as enacting that the consideration in a contract for the sale of goods need not be expressed, the Circuit Court of Appeals, nevertheless, held that the price, if agreed upon by the parties, must be stated. Reid v. Diamond Plate Glass Co., 86 Fed. 193, 29

C. C. A. 110. See also Kelly v. Holbrook, 191 Man. 666, 77 N. E. 1037, where the court held that a memorandum signed by an auctioneer which misstated the price was not good, because the auctioneer was not authorized to sign such a memorandum.

72 Peoria Grape Sugar Co. v. Bab-cock, 67 Fed. S92; Waterman v. Meigs, 4 Cush, 497; Wilkerson v. Patton etc. Co., 10 Ga. App. 697, 73 S. E. 1068; May p. Ward, 134 Mass. 127; New England Wool Co. v. Standard Worsted Co., 165 Mass. 328, 43 N. E. 112, 62 Am. St. Rep. 516; Paul v. Graham, 193 Mich. 447, 160 N. W. 616 (contract for real estate commissions); Leesley v. A. Rebori Fruit Co., 162 Mo. App. 195, 144 S. W. 138; Llewellyn v. Sunnyside Coal Co., 242 Pa. 517, 89 Atl. 675. And see cases cited in the following section.

73Thomas J. Baird Inc. Co. v. Harris, 209 Fed. 291, 126 C. C. A. 217 (land); Stewart v. Cook, 118 Ga. 541, 45 S. E. 398. The contract in the latter case referred to square and round bales of cotton. The court said: "If nothing more appeared, it ranty,74 or a condition of approval by the buyer,75 or a term of credit.or security,76 or if the place or time of delivery is agreed upon, these must be included in the memorandum.77 But if no time is agreed upon the law will imply a reasonable time and the memorandum need contain no reference to time;78 and summight be that evidence could have been introduced to show what was the standard weight and trade meaning of square bale and round bale. Pol. Code, Sec.1 (4);Civil Code, {3675(2). But the petition shows that the parties themselves agreed that the bales should be of a particular weight. It, therefore, appears that there was a parol agreement, when the law requires that the contract of sale shall be in writing (Civil Code, Sec. 2693, par. 7); by which it of course means the entire contract, with all stipulations and provisions which have been assented to by the parties at the time of the sale." See also Hamby v. Truitt, 14 Ga. App. 515, 81 8. E. 593. So in another Georgia decision the writing stated a contract for the sale of a given number of pounds of "ribs." The evidence showed that the term "ribs" is ambiguous, there being several distinct kinds of "ribs" known to the trade, and the plaintiff understood from the parol agreement that the ribs referred to were of a particular kind and of average weight. It was held the writing did not sufficiently identify its subject-matter, nor contain the entire agreement. Borum v. Swift & Co., 125 Ga, 198, S3 S. E. 008. See also Wag-niere v. Bunnell, 29 R. I. 580, 73 Atl. 309, and the cases in the following notes.

74 Fisher v. Andrews, 94 Md. 46, 60 Atl. 407.

75Boardman v. Spooner, 13 Allen, 3S3.

76Lester v. Heidt, 88 Ga. 228, 12 S E. 214, 10 L. R. A. 108 (land); Noma v. Blair, 39 Ind. 90, 10 Am. Rep. 135; Fisher v. Andrews, 94

Md. 46, 50 Atl. 407; Morton v. Dean, 13 Met. 385 (land); Ebert v. Cullen, 165 Mich. 75, 130 N. W. 186, 33 L. R. A. (N. S.) 84 (land); Nichols v. Bur-oham, 177 Mich. 601, 143 N. W. 647; Davis v. Shields, 26 Wend. 341; Soles v. Hickman, 20 Pa. St. 180 (land). The terms "regular" and "net," attached to the prices named in a memorandum, may be given a meaning by parol evidence. Olson v. Sharplesa, 63 Minn. 91, 55 N. W. 125.

77 Fisher v. Andrews, 94 Md. 46, SO Atl. 407; Kriete v. Myer, 61 Md. 668; Gault v. Stonnont, 51 Mich. 636, 17 N. W. 214 (land); Smith v. Shell, 82 Mo. 215, 62 Am. Rep. 366; Lehenbeuter Co. v. McCord, 65 Mo. App. 607; Kidder v. Flanders, 72 N. H. 345, 61 Atl. 675; Davis v. Shields, 26 Wend. 341. In Willis v. Ellis, 98 Miss. 197, S3 So. 498, the court erroneously held a memorandum of a contract for the sale of goods sufficient, which incorrectly stated the place of delivery, saying: "The statute only requires that the contract for the sale be evidenced by writing, and in order to make a perfect contract of sain, within the meaning of the statute, no place of delivery need be stated therein, since in the absence of such stipulation, the law fixes a place of delivery. This being true, the place of delivery is not an essential feature of a contract of sale."

78McClurg p. Crawford, 209 Fed. 340, 126 C. C. A. 286; Albion Lumber Co. v. Lowell, 20 Cat. App. 782, 130 Pac. 858, 864; Nickerson v. Bridges, 216 Mass. 416, 103 N. E. 939; Kidder p. Flanders, 73 N. H. 345, 61 Ati. 675. See also cases in the preceding notes.

lariy if no place is agreed upon.79 Any other terms are subject to the same rule.80 But a separate bargain, though made at the same time as that in question, need not be mentioned in the memorandum.81

Especially in regard to contracts for the sale of land some modification may occasionally be found of the requirement that ail the terms of the contract should be in writing, where a fraud would otherwise be perpetuated,82 and in a few States, the requirement that a memorandum shall state all the essential terms of the contract though generally, and it seems rightly upheld, is more extensively denied.83

79Willis p. Ellis, 98 Miss. 197, 53 So. 498; Leesley v. A. Rebori Fruit Co., 162 Mo. App. 19S, 144 S. W. 138.

80Kingaley v. Siebrocht, 92 Me. 23, 42 Atl. 249, 69 Am. St..Rep. 486 (land); Biest p. Versteeg Shoe Co., 97 Mo. App. 137, 70 S. W. 1081 (contract not to be performed within a year).

81 Coddington v. Goddard, 16 Gray, 436. In this case the court said: "Nor does it affect the validity of the memorandum that the broker did not include in it the stipulation made by the defendant that he should have the right to add to the sale 100,000 pounds of copper the next day. This was a wholly separate and independent agreement which in no way affected the sale actually made." It may perhaps be questioned whether the court did not go too far. See also Agnew v. Baldwin, 136 Wis. 163, 216 N. W. 641.

"In 1 Williams on Vendor and Purchaser, 2d ed., p. 12, it is said: "If one be induced to sign a written contract for the sale or purchase of land on the faith of some variation being made in the terms of the written agreement or of the performance of some collateral stipulation, oral evidence of the variation or stipulation so agreed upon will not be excluded by reason of the Statute." Citing: Pem-ber v. Mathers, 1 Bro. C. C. 52; Clarke v. Grant, 14 Ves. 519; Jervis v.

Berridge, L. R. S Ch. 351; Fry, Sp. Perfce., Sec.Sec. 568, 809.

In Canadian General Securities Co., Ltd., p. George, 43 D, L, R. 20, 22, the court after quoting the foregoing extract from Williams, added: "And the party malring the collateral promise will not be allowed to enforce the promises made to him in the contract without being bound by his own promise: Pember v. Mathers, 1 Bro. C. C. 52, 2 Dick. 550; Pearson p. Pearson, 27 Ch. D. 145, 148."

83 In Morrison v. Dailey [Tex.), 6 8. W. 426, the court said at page 427: "The weight of authority seems to be in favor of the rule that all the material terms of the contract should appear in the writing. Riley v. Famsworth, 116 Mass. 223; Grace v. Denison, 114 Mass. 16; Drake p. Seaman, 97 N. Y. 230; Gault v. Stonnont, 51 Mich. 636, 17 N. W. 214; Minturo v. Baylis, 33 Cal. 129; Soles v. Hickman, 20 Pa. St. 180. But the contrary rule is not without authority to support it: Ellis v. Bray, 79 Mo. 227; O'Neil p. Crain, 67 Mo. 251; Holman p. Bank, 12 Ala. 369; Johnson v. Ronald's Adm., 4 Munf. 77; 1 Reed, St. Frauds, Sec. 419. The courts which hold the affirmative of the question seem to base their conclusion upon the ground that, by the use of the word 'agreement' or of the word 'contract,' the statute means all stipulations agreed to by the parties. On the