An offer under seal which is, by its terms, to remain open for a certain time, is irrevocable during such time, in jurisdictions in which the seal has the effect which it had at common law.1 It must be admitted that in most of the cases in which this rule is laid down, the question is not presented for decision, and the holding is obiter. Xenos v. Wickham,2 is generally cited as an authority for the proposition that a sealed offer is irrevocable, and the language of some of the judges forming a majority of the court certainly recognizes the doctrine. The case itself, however, presents no features of a remarkable character. An insurance policy was contracted for, issued on credit, and placed in the hands of an agent of the insurer indeed; but absolutely within the control of the insured, to be handed to him when he asked for it. Accordingly the policy was held to be delivered and in full force and effect. This is in accordance with the holding of American courts.3 Subsequently the broker, who had effected the insurance, ordered the policy cancelled, without authority from the insured. Thereafter the vessel insured was lost; and it was held that as the policy was delivered and had never been cancelled by authority, the insurers were liable for the loss. The difficulty of the case consists in the fact that some of the judges rested their concurrence on the fact that a sealed offer could not be revoked, and the correctness of this view is generally the point on which the case is either criticised as an anomaly or defended as an example of the peculiar effect of the sealed offer. The real question was what amounts to delivery of a sealed instrument.4 In some of the cases the offer was not revoked before acceptance; and the question was not whether the offer could have been revoked before acceptance, but whether the contract could be enforced after acceptance in view of the fact that originally there was no consideration for the promise.5 In one of the cases the real question presented was whether a sealed contract was rendered invalid because of the recital of an insufficient consideration.6 In some cases the offer was for value as well as under seal,7 or a consideration was recited in the offer.8 In some cases, however, the question is considered by the courts, although their decisions might have been placed upon a different ground. A gave to B an option under seal to be open for ten days. Two days later A notified B that he withdrew such offer. Three days latter B notified A that he accepted such offer. Two days later A promised B orally to perform. The court held that B could treat the withdrawal as inoperative, and that it was unnecesthing which he intended to do by way of execution and delivery of the policy as a deed, and retained it only for safe custody until sent for by the assured in the ordinary course of business." (Per Mellor, J., L. R. 2 H. L. 296, page 310.) "Although the policy was thus retained by the officers of the company, when formal execution of it had taken place, they held it for the Plaintiffs, whose property it became from that moment." (Page 320, per Lord Chelmsford.)

1 England. Xenos v. Wickham, L. R. 2 H. L. 206.

United States. Willard v. Tayloe, 75 U. S. (8 Wall.) 557, 19 L. ed. 501; Mathews Slate Co. v. New Empire Slate Co,, 122 Fed. 972.

Illinois. Guyer v. Warren, 175 111. 328, 51 N. E. 580.

Maine. Wing v. Chase, 35 Me. 260.

Massachusetts. Mansfield v. Hodg-don, 147 Mass. 304, 17 N. E. 544; O'Brien v. Boland, 166 Mass. 481, 44 N. E. 602.

Minnesota. McMillan v. Ames, 33 Minn. 257, 22 N. W. 612.

Virginia. Watkins v. Robertson, 105 Va. 269, 115 Am. St. Rep. 880, 5 L. R. A. (N.S.) 1194, 54 S. E. 33.

West Virginia. Donnally v. Parker, 5 W. Va. 301.

2 L. R. 2 H. L. 296.

3 Roe Sec. 1187 et seq.

The views of the individual judges on this point may best be indicated by a brief quotation from their opinions: "The Defendant was bound by it, because he had accepted the terms and mode of payment of the premium and stamp, and acted upon the instructions of the Plaintiffs, and had done everysary to consider whether there was a waiver of the withdrawal.9 A lease and an option of sale of the leased property given by the lessor to the lessee, and contained in the lease which was under seal, were said to be separate and independent covenants, so that even though the lessor terminated the lease for breach of a condition subsequent by giving notice thereof to the lessee, the lessee might, nevertheless, accept such option.10

4 That a deed, under seal, conveying title to land, may, at English law, take effect, if so intended by the grantor, without physical delivery, see Doe d. Gannons v. Knight, 5 B. ft C. 671.

5 United States. Willard v. Tayloe, 75 U. S. (8 Wall.) 557, 19 L. ed. 501.

Illinois. Guyer v. Warren, 175 111. 328, 51 N. E. 580.

Maine. Wing v. Chase, 35 Me. 260.

Massachusetts. Mansfield v. Hodg-don, 147 Mass. 304, 17 N. E. 544.

Virginia. Watkins v. Robertson, 105 Va. 269, 115 Am. St. Rep. 880, 5 L. R. A. (N.S.) 1194, 54 S. E. 33.

6 Wing v. Chase, 35 Me. 260.

7 Willard v. Tayloe, 75 U. S. (8 Wall.) 557, 19 L. ed. 501; Mathews Slate Co. v. New Empire Slate Co., 122 Fed. 972.

8 Watkins v. Robertson, 105 Va. 269, 115 Am. St. Rep. 880, 5 L. R. A. (N.S.) 1194, 54 S. E. 33.

The fact that an offer was under seal has been said to be immaterial as affecting the right of the offeror to revoke.11 This statement, however, was made in a case in which the offer under seal was made to a corporation which was not yet created; and while the declaration alleged the offer under seal and the subsequent incorporation, the court construed the declaration as not containing any allegation of acceptance by the corporation after it was incorporated. While a demand for performance was made, it was said that this was alleged not "as an act of acceptance perfecting the contract, in connection with the refusal, but to show a breach of the existing contract." No question of power to revoke an offer under seal was raised, therefore. The question presented was as to the power of a corporation to take advantage of a contract made on its behalf before it was incorporated, as distinct from its power to accept after incorporation an offer which was made to it before it was incorporated.12 In Massachusetts it is held that a corporation may accept an offer made before it is incorporated, but it can not take advantage of a contract made in its behalf before its incorporation.13