This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the only contract between the parties is one in writing, which is to be prepared in duplicate, and by mistake there is a substantial difference between the two versions of the contract which are sent to each party, and neither party knows of the terms of the contract which are submitted to the other party, no contract exists.1 If the copy of the contract which is submitted to one party provides that the attorney shall receive fifteen per cent, of the amount for which the action is settled if it is settled before judgment, and the copy sent to the other party provides that such attorney shall receive fifteen per cent, of the attorney's fees allowed by the court if the action is settled before judgment, no contract exists, and the attorney is entitled only to reasonable compensation.2 A and B entered into a contract by which A was to construct a building upon B's land. The contract was to be executed in duplicate; but by the fraud of B's architect the contract price which was fixed at about thirty thousand dollars in both copies of the contract when signed by A was changed to about twenty thousand dollars in the copy of the contract which was presented to B and signed by him. A completed the building substantially before such mistake was discovered. It was held that no contract between the parties existed; and that A could recover reasonable compensation for work, labor, and material.3 The fact that the building was a poor investment and added to the value of the land a sum much less than its cost, did not prevent the contractor from recovering reasonable compensation therefor.4 If an order for goods is signed by the purchaser and the agent for the seller in duplicate, and the purchaser before signing writes upon the copy which he is to keep the date which it is to bear and the date at which the goods are to be shipped, such contract is complete, even if in the duplicate copy which is sent to the seller the agent wrongfully inserts a different date.5 The fact that the purchaser knows that the duplicates have been prepared on different forms of orders, one for new goods and one for second-hand goods, does not prevent him from avoiding the contract if the buyer's agent has led him to believe that by the addition of certain written words to one of the forms, the two are in legal effect identical.6
10 Kehlor Floor Mills Co. v. Linden, 230 Mass. 119, 119 N. E. 698.
1 J. T. Case Threshing Machine Co. v. Southwestern Veneer Co., - Ark. - , 205 8. W. 978; Vickery v. Ritchie, 202 Mass. 247, 88 N. E. 835; Equitable Mfg. Co. v. Allen, 76 Vt. 22, 56 Atl. 87; Thayer v. Harbican, 70 Wash. 278. 126
Ac. 625. See also, Draper v. Miller, 92 Kan. 275, 140 Ac. 890.
2 Thayer v. Harbican, 70 Wash. 278, 126 Ac. 625.
3 Vickery v. Ritchie, 202 Mass. 247, 88 N. E. 835.
4 Vickery v. Ritchie, 202 Mass. 247, 88 N. E. 835.
A variance between the bought and sold notes does not render the contract invalid if the additional terms in one note, which are lacking in the other, are terms which are supplied in any event by the usages of the trade.7