"Whether a printed letterhead or billhead is to be regarded as a part of the contract which is written underneath so as to modify the meaning and effect thereof, is a question upon which there has been some conflict of authority. In the greater number of cases it has been held that a billhead or a letterhead is not a part of the contract which is written underneath.1 In most of the cases in which this result has been reached, however, the terms or conditions which appeared in the letterhead were inserted in such a way that they were not fairly called to the attention of the adversary party and there was no evidence to show that such terms were in fact brought to his notice.2 An unqualified acceptance of an offer is not qualified or affected by a provision in the letterhead upon which such acceptance was written to the effect that contracts were contingent upon exigencies of interpretation and accidents beyond the control of the seller.3 A notice on a letterhead that all orders were subject to delays arising from strikes was held not a part of a contract written thereunder.4 Terms printed at the head of a bill can not be considered as a waiver of express provisions of the written contract for the sale of such goods, which contract is contained in a letter mailed on the same day as that on which the goods are shipped.5

In some jurisdictions the letterhead has been considered in determining the identity of the parties or of the subject-matter if the contract was ambiguous.6 In these cases, however, the ambiguity was probably of such a character that extrinsic evidence as well as the letterhead would have been admitted in order to identify the parties or the subject-matter.7 If a contract is signed by "A, president," and the body of the letter sometimes uses the pronoun "I" and sometimes the pronoun "we," the heading of the letter which showed the bank of which he was president may be considered for the purpose of determining whether the contract was his personal contract or that of the bank,8 and it may be considered for the purpose of relieving A from personal liability upon such contract.9 It has been held that a printed heading on an order blank may be looked to to show that the order was taken as a publisher and not as an engraver.10

4Guerini Stone Co. v. Carlin Con-Ptruction Co., 240 U. S. 264, 60 L. ed. 636.

5 Wood v. Perkins, 57 Fed. 2.58.

1 Sturm v. Boker, 150 U. S. 312, 38 L. ed. 1093; Summers v. Hibbard, 153 111. 102, 46 Am. St. Rep. 872, 38 N. E. 899; R. J. Menz Lumber Co. v. Mc-Xeeley. 58 Wash. 223, 28 L. R. A. (N.S.) 1007, 108 Pac. 621; Amherst Investment Co. v. Meacham, 69 Wash. 284, 124 Pac. 682.

2 Sturm v. Boker, 150 U. S. 312, 38 L. ed. 1093; Summers v. Hibbard, 153

111. 102, 46 Am. St. Rep. 872, 38 N. E. 899; R. J. Menz Lumber Co. v. Mc-Neeley, 58 Wash. 223. 28 L. R. A. (N.S.) 1007, 108 Pac. 621; Amherst Investment Co. v. Meacham, 69 Wash. 284, 124 Pac. 682. See Sec. 112.

3R. J. Menz Lumber Co. v. Mc-Xeeley, 58 Wash. 223, 28 L. R. A. (N.S.) 1007, 108 Pac. 621.

4 Summers v. Hibbard, 153 111. 102, 46 Am. St. Rep. 872, 38 N. E. 899.

5 Millhiser v. Erdmann, 103 N. Car. 27, 9 S. E. 582.

It seems to be held that the party to whom the offer was sent may treat the provision in the heading, if it was inserted by the adversary party, as a part of the contract,11 although the party who sent such offer might not have been able to take advantage of the provision in the letterhead which he himself had inserted.12 If this statement implies that in the one case both parties knew of such provision in the heading and treated it as a part of the contract, while in the second case the party to whom the offer was sent did not know of such provision and, accordingly, it was not to be regarded as a term of the contract for any purpose, no fault can be found with the result. If it is intended as a suggestion that the person to whom an offer is made may take advantage of a term which was not communicated to him in case he discovers such term after he had accepted the offer, while at the same time he would not be bound by such term if he did not wish to take advantage of it, no authority for such result is found in the principles of contract law and the result can be justified, if at all, only on the theory of estoppel; and in the particular case no grounds of estoppel are suggested.

6 Yorston v. Brown, 178 Mass. 103, 59 N. E. 654; Ellis v. Stone. 21 N. M. 730, L. R. A. 1916F. 1228, 158 Pac. 480.

If a contract written under the letterhead of a railway is signed, A, "general manager," it may be taken as the contract of the railway. Raleigh & G. R. Co. v. Pullman Co., 122 Ga. 700, 50 S. E. 1008.

7 Yorston v. Brown, 178 Mass. 103, 59 N. E. 654; Ellis v. Stone, 21 N. M. 730, L. R. A. 1916F, 1228, 158 Pac. 480.

8 Ellis v. Stone, 21 N. M. 730, L. R. A. 19H1F. 1228. 158 Pac. 480.

9 Ellis v. Stone, 21 N. M. 730, L. R. A. 19I6F, 1228, 158 Pac. 480.

10 Yorston v. Brown, 178 Mass. 103, 59 N. E. 654.

11 Yorston v. Brown, 178 Mass. 103, 59 N. E. 654.

12 Sturm v. Boker, 150 U. S. 312, 38 L. ed. 1093. So of provision in bill head. Schenck v. Saunders, 79 Mass. (13 Gray) 37.

A memorandum which is printed upon the margin is more likely to be brought to the attention of one to whom it is made than a similar provision which is found in a letterhead or billhead. Ac-cordingly, it is generally assumed that a note or memorandum upon the margin of a written contract is to be regarded as a part thereof,13 at least if it is written or printed so clearly and legibly that it is brought to the attention of the person to whom the offer is made as fully and completely as are the remaining provisions of such written offer. If A has made an offer to B, and B has replied by sending what purports to be an order for the goods which A had offered, a condition printed on the margin of such offer to the effect that the acceptance of such offer must be acknowledged promptly was to be regarded as a part thereof if it was printed in clear type and if it was as prominent as the written matter contained in the written order.14 In a number of cases marginal annotations have been ignored;15 but for special reasons which do not require the rejection of all marginal memoranda merely because they appear on the margin. A memorandum upon the margin may be ignored if it is inconsistent with itself,16 or if it is uncertain.17 A specific promise to pay the entire amount on or before a certain date will not be regarded as modified by a marginal memorandum to the effect that certain small amounts "will be paid" on designated dates prior to the date of maturity named in the body of the contract.18 If a term is set forth in the body of the contract in words and an inconsistent provision appears in the margin in figures, the court has rejected the marginal annotation on the theory that words in the body of the contract overcome memoranda in figures.19 A marginal annotation in small type which is not fairly brought to the attention of the person to whom the offer is made, is not to be regarded as a part of the offer.20 A provision in the margin of an offer in small type to the effect that all proposals were subject to the approval of the executive office, was held not to be a part of the offer.21

13 Franklin Savings Institution v. Reed, 125 Mass. 365; Poel v. Brunswick-Balke-Collender Co., 216 N. Y. 310, 110 N. E. 619.

14 Poel v. Brunswick-Balke-Collender Co., 216 N. Y. 310, 110 N. E. 619.

15 Massachusetts. Way v. Batchelder, 129 Mass. 361.

Nebraska. Fisk v. McNeal, 23 Neb. 726, 8 Am. St. Rep. 162, 37 N. W. 616.

New York. B. F. Sturtevant Co. v. Fireproof Film Co., 216 N. Y. 199, L. R. A. 1916D, 1069, 110 N. E. 440.

North Dakota. Union State Bank v. Benson, 38 N. D. 396, L. R. A. 1918C, 345, 165 N. W. 509.

Wisconsin. Krouskop v. Shontz, 51 Wis. 204, 37 Am. Rep. 817, 8 N. W. 241.

16Way v. Batchelder, 129 Mass. 361.

17 Union State Bank v. Benson, 38 N. D. 396, L. R. A. 1918C, 345, 165 N. W. 509; Krouskop v. Shontz, 51 Wis. 204. 37 Am. Rep. 817, 8 N. W. 241.

18 Union State Bank v. Benson, 38 N. D. 396, L. R. A. 1918C, 345, 165 N. W. 509.