§ 997. The simplest form of a sale is when the price is paid, and the article is immediately delivered. But inasmuch as there can be a sale of a thing in futuro, and also since the thing sold may not be in the actual possession of the seller, subsequent acts by one or both parties often become necessary, in order to complete the sale. In those contracts of sale, therefore, which are not perfected at once by payment and delivery, the Statute of Frauds1 requires certain formalities to be observed. The fourth section of this statute enacts, that "no action shall be brought whereby to charge any person upon any agreement that is not to be performed within the space of one year from the making thereof; unless the agreement upon which such action shall be brought, or some memorandum or Dote thereof, shall be in writing, and signed by the party to be charged therewith, or some other person thereunto by him lawfully authorized." And the seventeenth section of the same statute enacts, that "no contract for the sale of any goods, wares, and merchandises, for the price of ten pounds sterling or upwards, shall be allowed to be good, except the buyer shall (1) accept part of the goods so sold, and actually receive the same; or (2) give something in earnest to bind the bargain, or in part payment; or (3) that some note or memorandum in writing of the said bargain be made and signed by the parties to be charged by such contract, or their agents thereunto lawfully authorized." 2
2 A new verbal contract cannot be substituted for the original contract where, by the Statute of Frauds, the original contract is required to be in writing. So, too, if after the original contract is reduced to writing, other terms are agreed upon, these must be put in writing also. Tyers v.
§ 998. In respect to this statute, the first remark to be made is, that where several different articles are bought at the same time, it is not necessary that the price of each article should be ten pounds, to bring it within the terms of the statute; for in case several articles are bought at once, if the price of all be above the limited price in the statute, the mere fact that the price of each particular article is below it will not take the contract out of the statute; a contract made for several articles being considered as an entire contract for all, if they be all purchased at once, and make a portion of one transaction.1
§ 999. We shall consider these exceptions in their reverse order, for the sake of convenience. First, as to the construction which has been given to the terms "some note or memorandum of the agreement" in the fourth section; and to the terms "some note or memorandum of the said bargain" in the seventeenth section. The interpretation of these terms has been a subject of much controversy; but it is now settled that the memorandum required by the fourth section should set forth distinctly both the promise and the consideration, either by its own contents or by reference to something extrinsic, by which it may be rendered certain; that it should be signed by at least one of the parties; and that the name of the other should appear on it.2 The exact terms of the conappear thereupon; and he will be bound, not only when it is signed by him, but whenever his name is written or printed within the body thereof, by his own order, or with his consent.1 Thus, if the memorandum commence, "I, A. B., promise," it is sufficient.2 So, also, a shop-bill or bill of parcels, filled up by him or by his order, is sufficient.3 "Where, however, the name of the party charged is not signed, but appears in the body of the paper, he will not be bound, unless it be evident that he meant to be bound by it as a complete contract.4 And this is a question for the jury. So, also, a parol acceptance of a proposal by letter has been held to be sufficient.5
Rosedale & F. Iron Co., Law R. 8 Ex. 305 (1873); Moore v. Campbell, 10 Ex. 323; Goss v. Nugent, 5 B. & Ad. 58; Stead v. Dawber, 10 Ad. & El. 57; Marshall v. Lynn, 6 M. & W. 109, overruling Cuff v. Penn, 1 M. & S. 21. The amount necessary to bring a sale "within the provisions of this statute is fixed, in New York, at $50; in Vermont, at $40; in Maine, at $30; in New Hampshire, at $33.33; and in Massachusetts, at $50. In Rhode Island this particular provision has never been adopted.
1 Baldey v. Parker, 2 B. & C. 37; Elliott v. Thomas, 3M.&W. 170, 176; Scott v. Eastern Counties Railway Co., 12 M. & W. 33; Chambers v. Griffiths, 1 Esp. 151; Bigg v. Whisking, 14 C. B. 195; 25 Eng. Law & Eq. 257.
2 The first case on this subject was Wain v. Warlters, 5 East, 10, which was modified subsequently by the case of Stapp v. Lill, 1 Camp. 242, and Stadt v. Lill, 9 East, 348; Lyon v. Lamb, Fell on Merc. Guar. 318; Morris v. Stacey, Holt, N. P. 153; 2 Stark. Ev. 349; Champion v. Plummer, 1 Bos. &Pul. N. R. 252; Wheeler p. Collier, M. & M. 123; Boys v. Ayerst, Madd. & G. 316. See also Jenkins v. Reynolds, 3 Brod. & B. 14; Saunsideration need not, however, be stated; and it need only appear that there is some sufficient consideration.1 Whether that consideration were or were not performed is matter of evidence.2
§ 1000. The terms of the seventeenth section differ from those of the fourth section. The seventeenth section requires that there be "some memorandum of the bargain" and not of the agreement; and it is to be "signed by the parties to be charged" The term "bargain " in the statute has been interpreted to mean the terms upon which the parties contract.8 In a sale of goods, therefore, the names of the buyer and seller and the commodity must distinctly appear.4 So, also, if a specific price be agreed upon, it must be stated in the memorandum;6 but if no price be either agreed upon or expressed, the law will imply a reasonable price.6 It is not necessary, however, that the memorandum shall be signed by both parties.7 It is sufficient if the name of the party charged ders v. Wakefield, 4 B. & Ald. 595; Morley v. Boothby, 3 Bing. 107; Lees v. Whitcomb, 5 Bing. 34; Cole v. Dyer, 1 Cr. & J. 461; Newbury v. Armstrong, 6 Bing. 201; James v. Williams, 3 Nev. & M. 196; 5 Barn. & Ad. 1109; Laythoarp v. Bryant, 2 Bing. N. C. 735; Sears v. Brink, 3 Johns. 210; Rogers v. Kneeland, 13 Wend. 114; Peltier v. Collins, 3 Wend. 459. See also Egerton v. Mathews, 6 East, 307, and note. But see Ex parte Gardom, 15 Ves. 286, 288.