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.
Since a contract must be construed as a whole, effect must be given to writings incorporated in the contract by reference.1 Thus the agent of an insurance company agreed to issue a standard policy. Such policy was not issued. In an action by the insured after loss for damages caused by breach of such contract it was held that the standard form of policy was a part of such contract, and hence the insured was bound to show that the same proof of loss had been made as if the policy had issued.2 However, a contract to give a mortgage "in your usual form " does not give the right to insert" unusual terms and conditions " different from those used before.3 It is not necessary that the writing thus incorporated should be signed.4 Thus a reference to specifications may incorporate them.5 So in a contract to paint certain houses "according to the annexed specifications," a letter showing the kind of paint, the quality, and the manner of its application may be "specifications."6 However, a reference to plans incorporates them only as plans, and does not incorporate a provision inserted by the city engineer forbidding assignment of the contract and providing for deduction for delay.7 So a reference to an unsigned bill of sale,8 or to a blank unsigned warranty on the back of the contract,9 or a provision that the contract is to be performed according to the city ordinances,10 in each case incorporates such Unsigned instrument into the contract. So an ambiguous reference in a later contract to an earlier one may be explained by the contents of such earlier one.11 In accordance with the doctrine of offer and acceptance12 such writing can be considered a part of the contract only if communicated to the adversary party.13
2 Commonwealth, etc., Co. v. Ellis, 192 Pa. St. 321; 73 Am. St. Rep. 816; 43 Atl. 1034.
3 Yorston v. Brown, 178 Mass. 103; 59 N. E. 654.
4 Summers v. Hibbard, 153 111. 102; 46 Am. St. Rep. 872; 38 N. E. 899.
5 Millhiser v. Erdmann. 103 N. C. 27; 9 S. E. 582; see Sec. 600.
6 Wood v. Perkins, 57 Fed. 258.
1 Piedmont, etc., Co. v. Motor Co.
(Ala.), 12 So. 768; Chicago, etc., Bank v. Trust Co., 190 111. 404; 83 Am. St. Rep. 138; 60 N. E. 586; affirming, 92 111. App. 366; Hicks v. Assurance Co., 162 N. Y. 284; 48 L. R. A. 424; 56 N. E. 743.
2 Hicks v. Assurance Co., 162 N. Y. 284; 48 L. R. A. 424; 56 N. E. 743.
3 Peabody v. Dewey. 153 111. 657; 27 L. R. A. 322; 39 N. E. 977 (such as a provision for payment in gold).