This section is from the book "A Treatise On The Construction Of The Statute Of Frauds", by Causten Browne. Also available from Amazon: A treatise on the construction of the Statute of frauds.
§ 345 b. Apart from authority, and upon principle merely, it may well be questioned whether an offer in writing made before the contract can be evidence of the contract afterward made, if the idea of admission is to enter.1
§ 346. The writing may be sufficient, however informal. A letter,2 a receipt for money,3 a bill of parcels,4 or a stated account, in which the vendor of land charges himself with the price,6 or the return of a sheriff upon an execution,8 or a vote of a corporation entered on their records, signed by their clerk,7 or a city ordinance appropriating land and acted upon by defendant,8 may be a sufficient memorandum.
§ 346 a. It would seem that, in the case of the loss or non-production of the writing relied upon as a memorandum, its contents may, like those of any other writing, be sufficiently proved by secondary evidence, but upon this the decisions are conflicting.9 ing would not be a good memorandum of the subsequent oral agreement. See Atlee v. Bartholomew, 69 Wisc. 43. In Banks v. Harris Mfg. Co., 20 Fed. Rep. 667, the written offer was not accepted, but was declined by the defendant. See Neville v. State, 73 Texas 629; Hastings v. Weber, 142 Mass. 232. But see Cloud v. Greasley, 125 111. 313.
1 Wardell v. Williams, 62 Mich. 50.
2 Troy Fertilizer Co. v. Logan, 96 Ala. 619.
3 Barickman v. Kuykeudall, 6 Blackf. (Ind.) 21; Ellis v. Deadman, 4 Bibb (Ky.) 466; Evans v. Prothero, 1 De G., M. & G. 572; Williams v. Morris, 95 U. S. 444.
4 Batturs v. Sellers, 5 Harr. & J. (Md.) 117; Saunderson v. Jackson. 2 Bos. & P. 238; Hawkins v. Chace, 19 Pick. (Mass.) 502.
5 Barry v. Coombe, 1 Pet. (U. S.) 640; Bourlaud v. County of Peoria,
16 111. 538.
6 Hanson v. Barnes, 3 Gill & J. (Md.) 359; Fenwick v. Floyd, 1 Harr. & G. (Md.) 172; Barney v. Patterson, 6 Harr. & J. (Md.) 182; Elfe v. Gadsden, 2 Rich. (S. C.) Law 373; Nichol v. Ridley, 5 Yerg. (Tenn.) 63; Stearns v. Edson, 63 Vt 259.
7 Tufts v. Plymouth Gold Mining Co.. 14 Allen (Mass.) 407; Johnson v. Trinity Ch. Soc.,11 Allen (Mass.) 123; Chaser. City of Lowell, 7 Gray (Mass.) 33: Rhoades v. Castner, 12 Allen (Mass.) 130; Grimes v. Hamilton County, 37 Towa 290; Argus Co. v. Albany, 55 N. Y. 495. See Caldwell v. School City of Huntington, 132 Ind. 92; Marden v. Champlin,
17 R. I. 423.
8 District of Columbia v. Johnson, 1 McKay 51.
9 See Davis v. Robertson, 1 Mill (S. C.) 71; Jelks v. Barrett, 52 Miss.
§ 346 b. It is often the case that the terms of the contract are not all contained in any one paper. The question then arises, under what circumstances two or more papers can be offered in evidence as together constituting the memorandum, one only or all being signed, as the case may be. With regard to the first case, the rule is that the letter or other paper that is signed is to be regarded as incorporating and reciting any other writing referred to in it. It follows, then, that in the case of any signed paper, those writings referred to in it may be read,2 provided they were in existence at the time when the paper referring to them was signed.1 It seems also that one signature may apply not only to the paper on which it is written, but also to another which at the time of signing was attached to it in such a way as to indicate that the whole was intended to be recognized by the signer as one paper.1
315; Pitts v. Beckett, 13 Mees. & W. 743; Washburn v. Fletcher, 42 Wisc. 152; Elwell v. Walker, 52 Iowa 256; Roehl v. Haumesser, 114 Ind. 311; MaGee v. Blaukenship, 95 N. C. 563; White v. Bigelow, 154 Mass. 593.
1 Jackson v. Lowe, 1 Bing. 9; Dobell v. Hutchinson, 3 Ad. & E. 371; Laythoarp v. Bryant, 2 Bing. N. R. 735; Scarlett v. Stein, 40 Md. 512; Tawney v. Crowther, 3 Bro. C. C. 318; De Beil v. Thompson, 3 Beav. 469; Coles v. Trecothick, 9 Ves. 234. See Peirce v. Corf, L. R. 9 Q B. 210; Washington Ice Co. v. Webster, 62 Me. 341; Mayer v. Adrian, 77 N. C. 83; Williams v. Morris, 95 U. S. 444; Williams v. Jordan, 6 Ch. Div. 517; Buxton v. Rust, L. R. 7 Exch. 279; Rishton v. Whatmore, 8 Ch. Div. 467; Hickey v. Dole, 29 Atl. Rep. (N. H.) 792; Wilson v. Lew-iston Mill Co., 74 Hun (N. Y.) 612; Rafferty v. Lougee, 63 N. H. 54; Wylson v. Dunn, L. R. 34 Ch. D. 569; Cave v. Hastings, L. R. 7 Q B. D. 125; Oliver v. Alabama Gold Life Insurance Co., 82 Ala. 417; St. Louis R. R Co. v. Beidler, 45 Ark. 17; Christenson v. Wooley, 41 Mo. App. 53; Williams v. Robinson, 73 Me. 186. See Coombs v. Wilkes, L. R. 3 Ch. D. 1891,77.
2 Wood v. Midgeley, 5 De G., M. & G. 41. Compare Ridgway v. , Wharton, 6 H. L. C. 238. But see Briggs v. Munchon, 56 Mo. 467. See also Freeland v. Ritz, 154 Mass. 257, holding on the authority of Brown v. Bellows, 4 Pick. 179, that it is no objection to a written contract that some of its terms are to be fixed by something to be done in the future if that something is done before action brought, and that, if it is in writing, the provisions of the Statute of Frauds are complied with," and distinguishing Wood v. Midgeley. See § 373, post, Camp v. Moreman, 84 Ky. 635.
§ 347. Although one writing refer specifically to another, the terms of the intended contract may still be left in doubt, and the requirement of the statute be unsatisfied, for want of certainty in the writing referred to. Thus, in the case of Brodie v. St. Paul, which was a suit in equity to enforce an agreement to execute a lease, the parties had signed an agreement referring to another paper as containing the terms and conditions; but this paper contained other terms and conditions besides those which were to be embraced in the proposed lease, the latter embracing only such among them as the defendant had on the previous occasion read to the plaintiff. The court rejected parol testimony to show what passages had been so read, as manifestly against the Statute of Frauds.3
§ 348. Where there is more than one signed paper, so many of them as of themselves show their relation to the contract sued upon may be taken together to make the memorandum.8 But if such relation does not appear from the writings themselves, it cannot be established by extrinsic evidence.4 Boydell v. Drummond is a conspicuous case,