Guaranties are said to be either special or general, in accordance with language used by the guarantor in offering himself as a guarantor. The guaranty is considered as special where, for instance, the offer is to be responsible for the obligation of another and is directed to some particular person or firm only. Therefore if on a guaranty made by X to A & Co. on future contracts of purchase made by Y of them, the firm of B & Co. acts and gives credit to Y on the strength of the guaranty to A & Co., the firm of B & Co., on default of Y, could recover nothing of X on his guaranty to A & Co. The guaranty is special to the persons made; there can be nothing inferred from such an agreement to give any one, but the person to whom it is directed, the right to treat it as an offer of guaranty.1 But the right of action, once fixed on a special guaranty, may be assigned to another person,2 and recovery had on the assignment.

Where the offer of the guarantor is not directed to any particular person, and no limitation is shown of an intention to confine it as an offer to any particular person, one who acts on it may recover, as the offer will be deemed to be made generally. But the courts in passing on such a state of affairs, for the purpose of ascertaining the intentions of the party making such an offer, as is said in a leading case, "will look at the situation of the parties making it, the subject matter of the contract, the motives of the parties entering into it, and the object to be attained by it; and even in the case where the contract is reduced to writing will allow all these circumstances to be shown by parol evidence, if the intent of the parties upon the face of the contract is doubtful, or the language used by them will admit of more than one interpretation." 3 Where the contract to be entered into on behalf of another, was shown to be intended as addressed or communicated generally, the resulting contract would be that of a general guaranty. A contract of guaranty may be retrospective if it can be shown that by the use of express words, or by necessary implication such a contract was intended.4 But words of general import will not be construed as retrospective although susceptible of such meaning, the language employed must, by express words, include the past indebtedness,5 or defaults previous to the time of the making of the guaranty. As to whether a guaranty is to be considered a limited, or a continuing guaranty, it is not always easy to say, since there may not be a positive statement of intention shown, and it is rare that in guaranty contracts the language of the instruments is such as to make the decision upon one contract an exact authority for that to be made on another. In Mason vs. Pritchard,6 the words of the guaranty were "to be responsible for any goods he hath, or may supply my brother with to the amount of 100 pounds," the court was of the opinion, it was a continuing guaranty, or standing guaranty to the extent of 100 pounds, which might at any time become due for goods supplied until the credit was recalled. And in the case where the language was: "I consider myself bound to you for any debt he (my brother) may contract for in his business as a jeweller, not exceeding 100 pounds, after this date," Lord Ellenborough held it a continuing guaranty for any debt not exceeding 100 pounds which the brother might from time to time contract with the plaintiffs in the way of his business; and that the guaranty was not confined to one instance but applied to debts successively renewed. On the other hand, in the case of Rogers vs. Wainer,7 where the words used were "If A & B, our sons wish to take goods of you on credit, we are will to lend our names as security for any amount they may wish," was held to be a limited guaranty for a single credit.

1 Taylor et al. vs Wetmore, 10 Ohio, 491.

2 Robbins vs. Bingham, 4 Johns, 476.

3 Lowry vs. Adams, 22 Vt., 160.

4 People vs. Lee, 104 N. Y., 441.

5 Morrell vs. Cowan, L. R., 7 Ch.

Div., 151.

6 12 East, 227; S. 0., 2 Camp., 436. 7 8 Johns, 119.

There is no general rule for determining whether a guaranty is a continuing one or not. Where the duration of the continuation of the guaranty is not specified, it will be construed to mean to run for a reasonable length of time; the facts and circumstances attending the particular case are to be taken into consideration. Unless the terms of a continuing guaranty state that it may be revoked at any time, by the guarantor giving notice that he is not to be bound for liability thereafter accruing,8 and unless the guarantor has bound himself for a definite term, notice of death coming to the creditor will revoke the guaranty.9