It is essential that the memorandum state the substance of the transaction to which it relates. It is necessary, therefore, that the memorandum state the name of both parties to the bargain.*11 It is essential, too, if the contract is for a sale that it shall appear which party is buyer and which is seller. 21 But

(N. R.) 252 (goods); Coddiogton v. Goddard, 16 Gray, 436 (goods); Wiener v. Whipple, 63 Win. 298, 10 N. W. 433,40 Am. Rep. 775 (goods).

17 little v. Dougherty, 11 Colo. 103 (not to be performed within a year); Seesley v. Rebori Fruit Co., 162 Mo. App. 195, 144 8. W. 138; Trevor v. Wood, 36 N. Y. 307, 93 Am. Deo. 511 (goods); Atwood v. Rose, 32 Old. 355, 122 Pac. 929.

18 See cases cited in the preceding note.

19Merritt v. Clason, 12 Johns. 102, 7 Am. Deo. 286 (goods); Clason v. Bailey, 14 Johns. 484 (goods); Draper v. Pattina, 2 Spoors, 292 (goods); Mc-Dowell v. Chambers, 1 Strobh. Eq. 347, 47 Am. Deo. 539 (land).

20 Champion v. Plummer, 1 B. A P. (N. R.) 262 (goods); Vandenbergh v. Spooner, L. R. 1 Ex. 316 (goods); Grafton v. Cummings, 99 U, S. 100, 25 L. Ed. 366 (land); Kingsley v. Siebreoht, 92 Me. 23, 42 Atl. 249, 69 Am. St. Rep. 486 (land); McElroy v. Seery, 61 Md. 389, 48 Am. Rep. 110 (goods); Clampet v. Bells, 39 Minn. 272, 39 N. W. 495; Coddington v. Goddard, 16 Gray, 436; Lewis v. Wood, 153 Mass. 321, 26 N. E. 862, 11

L. R. A. 143 (land); Mentz v. New-witter, 122 N. Y. 491, 494, 25 N. E. 1044, 11 L. R. A. 97, 19 Am. St. Rap. 614; Word v. Haabrouck, 169 N. Y. 407, 62 N. E. 434; Frahm v. Metcalf, 75 Neb. 241, 106 N. W. 227 (land); Di Santia v. Cannata (R. I.), 105 Atl. 561 (land).

21Frank v. Eltriagham, 65 Mies, 281, 3 So. 666 (goads). In Vanden-bergh v. Spooner, L. R. 1 Ex. 316, the following memorandum was bald, insufficient for this reason:" D. Spooner agrees to buy the whole of the lots of marble purchased by Mr. Vanden-bergh, now lying at the Lyme Cobb, at la. per foot. (Signed) D. Spooner." So in Bailey v. Ogden, 3 Johns. 399, the statute was held not to be satisfied by the following memorandum:

14 December J. Ogden and Co. Bailey & Bogart.

Brown, 12 1/2 White, 16 1/4

60 and 90 days.

Debenture port pay. In Dewar v. Mintoft, [1912] 2 K. B. 373, the name of the buyer at an auction sale of land and the price had been written by the auctioneer on the margin of a writing containing a description of the property and the terms though a memorandum might not indicate to a person unacquainted with trade usages which party was buyer and which seller, yet if a person cognizant of such usages would be able to determine the relation of the parties, parol evidence is admissible to show this and the memorandum is sufficient.22 The names of the parties need not necessarily appear in the body of the memorandum. A signature may serve not only as an authentication, but as a description;23 and an address on a letter may supply a defect in the letter itself as a memorandum.24 The name of one or both of the contracting parties may be that of an agent, and such a memorandum will bind the principals.25 But it is essential that by the terms of the memorandum either the principal or the agent be named as a party. If the agent by the terms of the memorandum is contracting in such terms as exclude him from personal liability,26 the memorandum is insufficient.27 of sale. This was held insufficient since the name on the margin was not stated to be that of the buyer.

22Thus in Newell v. Radford, L. R. 3 C. P. 62, the following memorandum was held sufficient: Mr. Newell, 32 sacks culasses at 39s., 280 lbs., to wait orders. June S. John Williams.

And in Salmon Falls Mfg. Co. v. God-dard, 14 How. 446, 14 L. Ed. 493, the following was held sufficient: Sent. 19. - W. W. Goddard. 12 mos.

300 bales S. F. drills .

. . 7 1/4

100 cases blue do. . .

. 8 3/4

Credit to commence when ship sails; not after Deer. 1 - delivered free of charge for truckage. The blues, if color satisfactory to purchasers. R. M. M. W. W. G.

23 See, e. g,, cases in the preceding note.

24 Pearcs v. Gardner, [1897] 1 Q. B.


25 "If a written contract is made in this form, 'A. B. agrees to sell Black-acre to C. D. for 1000 l.' then E. F. the principal of A. B. can sue G. H. the principal of C. D. on that contract." Commina v. Scott, L. R. 20 Eq. 11, 15, by Jessell, M. R., quoted with approval in Filby v. Hounseli, [1896] 2 Ch. 737, by Romer, J. See also infra, Sec. 577.

26 See supra, Sec. 285.

27Potter v- Duffield, L. R. 18 Eq. 4. A memorandum signed by B "on behalf of the vendor" was held insufficient for not naming the vendor. To the same effect is Jarrett v. Hunter, 34 Ch. D. 182. If B had signed his name without more the memorandum would have been good. See supra, n. 25; and infra, Sec. 577. Grafton v. Cummings, 99 U. S. 100, 25 L. Ed 360, must be explained on the same ground as the English cases cited above, though the court does not cite the cases holding memoranda sufficient which contain merely the agent's name (see infra, Sec. 577), and does not consider the possibility of the words "auctioneer and agent" appended to the agent's signature being treated merely as descriptio persona. See supra, Sec. 296.