It has been held in England that contracts for the sale of shares in a joint-stock, banking company, or in a railway company, or of foreign stock, need not be in writing, as not coming within the term " goods, wares, or merchandise:" Humble v. Mitchell, 11 A. & E. (39 E. C. L. R.) 205; Bowbly v. Bell, 3 C. B. (54 E. C. L. R.) 284; Tempests Kilner, lb. 249; Duncuft v. Albrecht, 12 Sim. 189; Heseltine v. Siggers, 1 Exch. 867; but in Colvin v. Williams, 3 Harr. & J. 38, and Tisdale v. Harris, 20 Pick. 9, the statute was differently construed (in Gadsden v. Lance, 1 McMul. Eq. 87, this point was left undecided), and in Baldwin v. Williams, 3 Metc. 365, the authority of Tisdale v. Harris was confirmed, and the statute held to apply also to sales of promissory notes.-R.
An agreement to procure and deliver at a certain time and place one-half of a frame for a vessel to be hewn and fashioned according to certain mould, is not within the statute: Abbott v. Gilchrist, 38 Me. 260. A contract for delivery at a future day of goods yet to be manufactured is not a contract for sale, but for work and labour only : Donovan v. Wlllson, 26 Barb. 138; Parker v. Schenck, 28 lb. 38; see Woodford v. Patterson, 32 lb. 630; Mead v. Case, 33 lb. 202; Phipps v. McFarlane, 3 Minn. 10!'; Atwater v. Hough, 29 Conn. 508; a contract for the manufacture of an article out of material to be supplied by the manufacturer is not within the statute: Crockett v. Scribner, 64 Me. 447; a contract for the sale of corn if by its terms the corn is to be gathered and shocked before delivery, is not within the statute: Rentch v. Long, 27 Md. 188; Webster v. Zielly, 52 Barb. 482; and see Ross v. Welch, 11 Gray, 235; Bissell v. Balcom, 40 Barb. 98; Wylie v. Kelly, 41 lb. 594; Malone v. Plato, 22 Cal. 103; Brabln v. Hyde, 32 N. Y. 519; Lay v. Neville, 25 Cal. 545; Hill v. McDonald, 17 Wis. 97; Dow v. Worthen, 37 Vt. 108.-s. 162 cured, or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery." These two statutes, according to a well-known rule, are to be read as incorporated together (A), one effect of which is that the 17th section of the Statute of Frauds must be read as applying to all goods, etc, of the value of £10, instead of the price to that amount (i).
*Where a writing is relied on to satisfy the provisions of the 17th section, the rules which govern the case are very analogous to those which I have already stated with regard to the 4th. The signature must be by the party to be charged, or his agent. And one party cannot be the other's agent for this purpose (k). Nor where the agent of the party complaining of a breach of the contract has signed with his own name a memorandum of the bargain at the request of the party to be charged, is he to be considered as the agent of the latter in the absence of other circumstances showing authority to the signer to act as the agent of the party to be charged (I). But under neither the 4th nor the 17th section is there any necessity for the agent's being appointed by writing. The question who is an agent lawfully authorised within the meaning of the Statute of Frauds will be considered more fully hereafter when we come to the law of agency (m).
(h) Scott v. Eastern Counties Railway Co., 12 M. & W. 33; Harman v. Reeve, 25 L. J. (C. P.) 257; 18 C. B. (86 E. C. L. R.) 587.
(i) Harman v. Reeve, supra.
(k) Wright v. Dannah, 2 Camp. 203; Farebrotlier v. Simmons, 5 B. & Ald. (7 E. C. L. R.) 333; Sharman v. Brandt, L. R. 6 Q. B. 720; 40 L. J. (Q. B.) 312.
(I) Graham v. Musson, 5 Bing. N. C. (35 E. C. L. R.) 603; Graham v. Fret-well, 3 M. & G. (42 E. C. L. R.) 368. See Bird v. Boulter, 4 B. & Ad. (24 E. C. L. R.) 443, post; and Mews v. Carr, 26 L. J. (Ex.) 39; 1 H. & N. 484; Durrell v. Evans, 30 L. J. (Ex.) 254.
(m) See post, Lect. ix., "Agent under Statute of Frauds."
Under the 17th section, too, as well as under the 4th, several documents may be read together as *making up the contract, provided they be sufficiently connected in sense among themselves without the aid of parol evidence (n). And in such cases, as different phrases are commonly used in the different documents, it is peculiarly important to ascertain that both parties mean the same thing; as where there was a treaty for the sale of a horse, and one wrote that he would buy him if warranted sound and quiet in harness, and the other wrote that he would warrant him sound and quiet in double-harness, it was considered by the Court that the parties never had contracted in writing ad idem, and, consequently, that the statute had not been complied with (o).
It need hardly be added that although it appears that there are several memoranda of the contract, it will not be presumed that they differ; but on the contrary, if any one of them contain enough to show the contract, it is a sufficient memorandum within the statute. Therefore, in an action by the vendor against the purchaser of goods, a note signed by a broker acting for both parties, expressing that the broker had "sold" specified goods at a specified rate, and containing all the terms of the *contract (which, from containing the word "sold," is called in commerce the sold note, and should, in fact, correspond with another also signed by the broker and called the bought note), was sufficient to satisfy the statute. " If in ordinary practice," said Willes, J., "the bought and sold notes were different things, there might be some ground for the defendant's argument, but it is well known that in ordinary practice they are identical-the one being a copy of the other; and, therefore, it would be a violent presumption to assume in favour of the defendant that the bought note was a different one from the sold note. The sold note is to be presumed, until the contrary is shown, to represent the contract between the parties" (p). And where a broker who has authority to act for both parties enters in his broker's book both the bought and sold note, and signs them both, this is a sufficient memorandum of the bargain to satisfy this section (q).