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 memorandum is so incomplete on its face that it does not purport to be a complete contract, extrinsic evidence may be received to show if there were other terms of the contract,1 and if there were such other terms the memorandum is insufficient.2 Thus, a memorandum omitting terms of the verbal contract, as "to pay net cost and upon delivery " and that the goods sold should be "as per sample delivered or equal in quality to sample delivered,"3 or omitting terms as to time and place of delivery,4 are each insufficient. So a letter cannot ratify an unsigned contract,5 nor can an admission in the answer validate the oral contract set up in the petition6 where the contract in the second instrument is substantially different from that in the first. So if a given contract is alleged, a written memorandum which does not set forth all the terms as alleged is insufficient to prove such contract.7 If the evidence of the party seeking to enforce the contract shows a contract substantially different from that shown by the memorandum no recovery can be had.8
5 Sanborn v. Murphy. 86 Tex. 437; 25 S. W. 610; affirming, 5 Tex. Civ. App. 509; 25 S. W. 459.
6 Woods v. Ward, 48 W. Va. 652; 37 S. E. 520.
7 Indeed if no valuable consideration exists, the question of the applicability of the statute is immaterial as the agreement is unenforceable.
1 See Sec. 1197 et seq.
2Meux v. Hogue, 91 Cal. 442; 27 Pac. 744; Benedict v. Bird, 103 la. 612; 72 N. W. 768; Fisher v. Andrews, 94 Md. 46; 50 Atl. 407.
3 Fisher v. Andrews, 94 Md. 46; 50 Atl. 407.
4 Smith v. Shell, 82 Mo. 215; 52 Am. Rep. 365.
5Meux v. Hogue, 91 Cal. 442; 27 Pae. 744.
6 Benedict v. Bird, 103 la. 612; 72 X. W. 768.
7Nesham v. Selby, L. R.. 7 Ch. App. 406; Williams v. Morris, 95 U. S. 444; Littell v. Jones. 56 Ark. 139: 19 S. W. 497; Whiting v. Butler, 29 Mich. 122.