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.
First, the memorandum must show that the parties intend thereby to enter into a contract or that they have already entered into a contract.1
Among the illustrations of a written memorandum defective as not showing this on its face are the following: A memorandum showing that the signer had given the refusal of certain realty to another;2 a written statement that the signer can "spare" a certain amount of corn;3 a promise to accept a written offer when corrected by describing the property correctly;4 the expression of an intention to settle property on another to take effect on the death of the party making the disposition;5 and an expression of a desire to adopt a given person, to destroy old wills and to make a new one;6 or a letter containing a proposition and a reply containing an invitation to "talk it over."7 So a letter which recognizes a liability for services and offers to convey a certain lot of land in payment thereof is not a sufficient memorandum of a contract under which such services were rendered and providing for payment therefor by the conyeyance of such realty.8 A letter admitting legal liability assumed to exist independent of any contract is not evidence of a contract creating such liability.9
1 Salomon v. McRae, 9 Colo. App. 23; 47 Pac. 409; Andrew v. Babcock, 63 Conn. 109; 26 Atl. 715; American Oak Leather Co. v. Porter, 94 la. 117; 62 N. W. 658; Leatherbee v. Bernier, 182 Mass. 507; 65 N. E. 842; Kling v. Bordner, 65 0. S. 86; 61 N. E. 148; Wright's Estate, 155 Pa. St. 64; 25 Atl. 877; Masterson v. Little, 75 Tex. 682; 13 S. W. 154; Munk v. Weidner, 9 Tex. Civ. App. 491; 29 S. W. 409.
2 Williams v. Smith, 161 Mass. 248; 37 N. E. 455.
3 Redus v. Holcomb (Miss.), 27 So. 524.
4 Andrew v. Babcock, 63 Conn. 109; 26 Atl. 715.
5 White v. Bigelow, 154 Mass. 593; 28 N. E. 904.
6 Wright's Estate, 155 Pa. St. 64; 25 Atl. 877. But compare North Platte, etc., Co. v. Price, 4 Wyom. 293; 33 Pac. 664, where words but slightly more definite were held to import a contract to convey certain land to a certain woman on her marriage with promisor.
7Mathes v. Bell, 121 la. 722; 96 N. W. 1093.
A written communication by a principal to his agent authorizing him to make a given contract is not a memorandum showing such contract.10 If, however, the written memorandum shows that a contract has been entered into and states the terms thereof, it may be the means of charging the signer with liability thereon even though it is written to repudiate the contract.11