It is within the principle allowing definition of terms, that if a memorandum names A as one of the parties to the transaction, though A can be held personally liable,90 it may, if desired, be shown by parol that A was agent for B in an action brought either by B or against him.91 The same doctrine is

88 Marks v. Cowdin, 226 N. Y. 138, 123 N. E. 139.

89 People's Outfitting Co. v. Wheeling Maltreat Co., [Ind. App.] 118 N. E. 827; Howard v. Innes, 263 Pa. 593, 98 Atl.761;Marks v.Cowdin 226 N.Y.138, 123 N. E. 139, 141. In Lipschits v. Grace, 101 N. Y. Misc. 65,171 N. Y. S. 330, a memorandum of sale after stat-ing the parties, the goods and the price added, "Terms as had" presumably meaning the same credit was to be given as in a previous transaction. The memorandum was held bad.

90 Higgins v. Senior, 8 M. & W. 834; Meyer v. Redmond, 205 N. Y. 478, 98 N. E. 906, 41 L. R. A. (N. S.), 675, affg. 141 N. Y. App. Div. 123, 126 N. Y. S. 1062.

91Wilson v. Hart, 7 Taunt. 295; Trueman v. Loder, 11 A. &. E. 589; Salmon Falls Mfg. Co. v. Goddard, 14 How. 446, 14 L. Ed. 493; Haskell v. Tukesbury, 92 Me. 561, 43 Atl. 600, 69 Am. St. Rep. 529; Kingsley v, Siebrecht, 92 Me. 23, 42 Atl. 249, 69 Am. St. Rep. 486; Williams v. Bacon, 2 Gray, 387; White v. Dahl-quist Mfg. Co., 179 Mass. 427; Tobin V. Larkin, 183 Mass. 389, 67 N. E. 340; Haubelt v. Res & Page Co., 77

Mo. App. 672; Dykers v. Townsend, 24 N. Y. 57; Langstrotb v. J. C. Turner I Lumber Co., 162 N. Y. App. D. 818, 148 N. Y. S. 224; Wellman v. Horn, 167 N. C. 170, 72 S. E. 1010; Thayer v. Luce, 22 Ohio St. 62; Brodbead v. Reinbold, 200 Pa. St. 618, 623, 50 Atl. 229, 86 Am. St. Rep. 736. But see Ward d. Hasbrouck, 169 N. Y. 407, 62 N. E. 434. In Filhy v. Hounsell, [1896] 2 Ch. 737, 740, Homer, J., said: "And true it is that the plaintiff's name as vendor does not appear in the offer of purchase of September 24, 1895, signed by the defendant, and that you cannot gather who the vendor is from the auction form of contract or particulars which are sufficiently referred to for identification in the offer. But the offer does contain the names of the contracting parties. The offer is to Prank .Tolly & Co., and I think it makes no difference that the offer is made to them as. agents for an undisclosed principal. For the purpose of satisfying the Statute of Frauds it appears to me sufficient, so far as parties are concerned, that the written contract should show who the contracting parties are, although they or one of them may be agents or agent for others, applicable even though the memorandum discloses the agent is an agent, provided the form of the contract purports to bind and it makes no difference whether you can gather the fact of agency from the written document or not. Who the principals are may be proved by parol. That is well Battled. That was pointed out in Wood, V.-C., in Morris v. Wilson, 5 Jur. (N. 3.) 168; and by Sir George Jessel in Commins v. Scott, L. R. 20 Eq. 11, 15, where be says: "There can be no doubt that if a written contract is made in this form, "A. B. agrees to sell Blackacre to G. D. for 1000." then E. F., the principal of A. B., can sue G. H., the principal of C. D., on that contract.'

"The offer, then, in the ease before me signed by the defendant does, in my opinion, sufficiently give the names of the contracting parties. If that be so, then the statute is satisfied in that respect, for it is settled law that a signed offer in writing which sufficiently sets forth particulars may be accepted by parol, and that the signed offer simply accepted by parol sufficiently complice with the statute. See Warner v. Willington, 3 Drew. 523, and Reuse v. Picksley, L. R. 1 Ex. 342. Now, for the purpose of the point I am now considering, the defendant's offer was accepted, and it is not necessary that he should have recognized that acceptance in writing. Nor does it appear to me material that the acceptance disclosed the name and was on behalf of the vendor, the previously undisclosed principal. A simple acceptance by Frank Jolly & Co. would be clearly sufficient, and, later on, they might have disclosed the fact that they accepted on behalf of their principal. And I cannot see that it makes any difference that they disclose at the time of acceptance the name of the principal or accept directly on behalf of the principal instead of first simply accepting it and then stating who the principal is. I therefore hold that this objection fails. And, indeed, I do not think the point is novel. Substantially the same point was decided by Wood, V.-C., in Morris v. Wilson, 5 Jur. (N. S.) 168, mentioned above, in accordance with the view I have expressed. And the cases relied upon by the defendant are distinguishable. In Potter v. Duffield, L. B, 18 Eq. 4, you could not gather from anything signed by the defendant's agent who the contracting parties were. The defendant's agent was not mentioned as a contracting party. There was no offer of any kind in writing to him as agent for the vendor or otherwise. And the same observations apply to Commins v. Scott, L. R. 20 Eq. 11, so far as relates to the first point taken by counsel on behalf of the plaintiffs in that case, and decided against them by Sir George Jessel. In Williams v. Jordan, 8 Ch. D. 517, the offer to take a lease was only addressed 'sir,' and you could not gather from it to whom the offer was addressed. It certainly was not addressed to the person who subsequently purported to accept it on behalf of the lessor. Lastly, in the case of Jarrett v. Hunter, 34 Ch. D. 182, though that gives rise to more difficulty, the contract did not shew who the vendor was or who were the contracting parties. I gather that the solicitor for the vendor, who signed, did not purpart to sign as a contracting party or on behalf of his undisclosed principal. And the point that the writing signed could or might be taken as a contract between the purchaser and the solicitor as agent for the undisclosed principal vendor was apparently not taken on behalf of the counsel for the plaintiffs or considered by the judge who decided the case." him personally.92 If, however, the agent's name appears on the paper, not as that of a contracting party, his name will not serve as a substitute for the name of his principal as a party to the contract.93

So, a misnomer of a party in a memorandum is not fatal if it can be proved who was really intended.94 Instead of naming the parties they are sometimes described, and if the description is sufficiently definite, the memorandum is good.95 On the other hand, it is obvious that this principle must have some limitation. A description of the sellers by the word "sellers," or "vendors," is obviously insufficient.96 So such a description as H "and those associated with him," 97 or the "clients"

92 Tobin v. Larkin, 183 Mass. 389, 67 N. E. 340. See supra, Sec. 235.

93 Potter v. Duffield, L. ft. 18 Eq. 4; Lovesey v. Palmer, [1916] 2 Ch. 233; Grafton v. Cummiugs, 99 U. S. 100, 25 L. ed. 306; Nichols v. Johnson, 10 Conn. 192; O'sullivan v. Overton, 56 Conn. 102, 14 At]. 300; McGovern p. Hern, 153 Mass. 308, 26 N. E. 861, 10 L. R. A. 815, 25 Am. St. Rep. 632; Sherburne v. Shaw, 1 N. H. 157, 8 Am. Dec. 47. All the cases just cited related to sales at auction, and it was held that the auctioneer's name appearing as that of the auctioneer was insufficient to supply the place of the name of his principal. The doctrine was thus expressed in McGovern V. Hern, supra: "The trouble with the memorandum in the case before us is that the seller is not named nor described. Sullivan Bros, were indicated in one corner of the paper as the auctioneers, and it canot be fairly considered that they were anything else. Their function as auctioneers was recognised in the memorandum, as something distinct from that of partita contracting for unnamed principals."

94 Alien v. Burnett, 92 S. C. 95, 75 8.E.368.

95 Sale v. Lambert, L. R. 18 Eq. 1; Rossiter v. Miller, 5 Ch. D. 648. In these cases the word "proprietor" was held sufficient. Catling v. King 5 Ch. D. 660. In this case, "Trustee selling under a trust for sale," was hold sufficient. In Carr v. Lynch, [1900] 1 Ch. 613, the words "In consideration of you this day having paid me the sum of 50," was held to furnish sufficient description of the buyer as it furnished means of identifying him. The court saying: "It is quite plain that the person who paid the 50 is the person who is to get the further lease, and it is not disputed that it was Jayne who paid the money." Compare with these decisions the case of Selby v. Selby, 3 Meriv. 2, where the signature to a letter "your affectionate mother," was held an insufficient signature. This decision is criticised by Browne, Statute of Frauds, Sec. 362. The question whether such words are a sufficient signature is not precisely the same question as whether the description of a party to the bargain is sufficient to make the memorandum a complete statement of all the terms of the transaction.

96 Catling v. King, 5 Ch. D. 665; McGovern v. Hern, 153 Mass. 308, 26 N. E. 861, 10 L. R. A. 815, 25 Am. St. Rep. 632.

97Seymour v. Cushway, 100 Wis. 680, 76 N. W. 769, 69 Am. St Rep. 957.

or "client" of A.98 These descriptions are absolutely accurate, and if parol evidence of all surrounding circumstances were admitted, it would probably be evident what the meaning of the description was. But this is not sufficient. The description in the writing itself is too general.99