whether it was left so unsigned because he refused to complete it." Parke B. concurred, on the authority of Saunderson v. Jackson and Schneider v. Norris, which he recognized and approved. In Durrell v. Evans, in Cam. Scac. (z) (post, § 267), the cases of Saunderson v. Jackson, Schneider v. Norris, and Johnson v. Dodgson, were approved and followed. (z1) Hubert v. § 263. In Hubert v. Treherne, (a) which arose under the 4th section, it appeared that an unincorporated company, Treherne. called The Equitable Gas Light Company, accepted a tender from the plaintiff for conveying coals. A draft of agreement was prepared by the order of the directors, and a minute entered as follows: "The agreement between the company and Mr. Thomas Hubert for carrying our coals, &c. was read and approved, and a fair copy thereof directed to be forwarded to Mr. Hubert." The articles began by reciting the names of the parties, Thomas Hubert of the one part, and Treherne and others, trustees and directors, &c. of the other part; and closed, "As witness our hands." The articles were not signed by anybody, but the paper was maintained by the plaintiff to be sufficiently signed by the defendants, because the names of defendants were written in the document by their authority. On motion to enter nonsuit, all the judges held that the instrument on its face, by the concluding words, showed that the intention was that it should be subscribed, and that it was not the meaning of the parties that their names written in the body of the paper should operate as their signatures. Maule J. said: "The articles of agreement do not seem to me to be a memorandum signed by anybody. Before the statute of frauds, no one could have entertained a doubt upon that point. Since the statute, the courts, anxious to relieve parties against injustice, have not unfrequently stretched the language of the act. . . . If a party writes, I, A. B., agree,' &c. with no such conclusion as is found here, as witness our hands,' it may be that this is a sufficient signature within the statute to bind A. B. . . . . But it would be going a great deal farther than any of the cases have hitherto gone to hold that this was an agreement signed by the party to be charged. This is no more than if it had been said by A. B. that he would sign a particular paper." (2) 1 H. & C. 174; 31 L. J. Ex. 337. (a) 3 M. & G. 743. § 264. The most full and authoritative exposition of the law on this subject is to be found in Caton v. Caton, (b) de- Caton v. cided in the House of Lords in May, 1867. The paper Caton. there relied on was a memorandum of the terms of a marriage settlement, drawn up in the handwriting of the future husband, and taken to a solicitor's for execution, but the settlement was waived by the parties, and the memorandum was subsequently set up as containing the agreement. There were numerous clauses, in some of which the name "Mr. Caton was written in the body of the paper, and in others the initials "Rev. R. B. C.," and some contained neither name nor initials. It was held that although to satisfy the statute of frauds it is not necessary that the signature of a party should be placed in any particular part of a written instrument, it is necessary that it should be so introduced as to govern or authenticate every material part of the instrument; and that where, as in the case before the court, the name of the party, when found in the instrument, appeared in such a way that it referred in each instance only to the particular part where it was found, and not to the whole instrument, it was insufficient. The language of Lord Westbury, whose opinion on this particular point was the most comprehensive of those delivered in the case, was as follows: "What constitutes a sufficient signature has been described by different judges in different words. In the original case upon this subject, though not quite the original case, but the case most frequently referred to as of the earliest date, that of Stokes v. Moore (1 Cox, 219), the language of the learned judge is that the signature must authenticate every part of the instrument; or, again, that it must give authenticity to every part of the instrument. Probably the phrases authentic' and authenticity' are not quite felicitous, but their meaning is plainly this, that the signature must be so placed as to show that it was intended to relate and refer to, and that in fact it does relate and refer to, every part of the instrument. The language of Sir William Grant, in Ogilvie v. Foljambe (3 Mer. 53), is (as his method was) much more felicitous. He says it must govern every part of the instrument. It must show that every part of the instrument emanates from the individual so signing, and that the signature was intended to have that effect. It follows, therefore, that if a signature be found in an instrument incidentally only, or having (b) L. R. 2 H. L. 127. relation and reference only to a portion of the instrument, the signature cannot have that legal effect and force which it must have in order to comply with the statute, and to give authenticity to the whole of the memorandum. His lordship then criticised the different clauses of the memorandum for the purpose of showing the insufficiency of the signature when tested by these rules, and proceeded: "Now an ingenious attempt has been made at the bar to supply that defect by fastening on the antecedent words In the event of marriage the undernamed parties,' and by the force of these words of reference to bring up the signature subsequently found and treat it as if it were found with the words of reference. My lords, if we adopted that device, we should entirely defeat the statute. You cannot by words of reference bring up a signature and give it a different signification and effect from that which the signature has in the original place in which it is found. What is contended for by this argument differs very much from the process of incorporating into a letter or memorandum signed. by a party another document which is specifically referred to by the terms of the memorandum so signed, and which, by virtue of that reference, is incorporated into the body of the memorandum. There you do not alter the signature, but you apply the signature not only to the thing (writing ?) originally given, but also to that which, by force of the reference, is, by the very context of the original, made a part of the original memorandum. But here you would be taking a signature intended only to have a limited and particular effect, and by force of the reference to a part of that document, you would be making it applicable to the whole of the document to which the signature in its original condition Signature may be re- was not intended to apply, and could not, by any fair construction, be made to apply. The effect of these principles seems to be substantially that the reference to connect two papers or two clauses, so as to make one signature apply to both, must be from what is signed to what is unsigned, not the reverse. [If the signature is affixed to Signature a paper which is an acceptance, and which by its terms refers to another document containing the terms of the ferred, from what is signed to what is unsigned; not the reverse. in accept ance. contract, it is a good signature.] (b1) (b) [West. Union Tel. Co. v. Chicago & Paducah R. R. Co. 86 Ill. 246; Cossitt v. Hobbs, 56 Ib. 231. See Beckwith v. Talbot, 95 U. S. 289; § 222 ante.] CHAPTER VIII. AGENTS DULY AUTHORIZED TO SIGN. Section Section 295 Agent must be a third person, not the The bought and sold notes do not But they suffice to satisfy the statute when complete and not inconsist other contracting party. What evidence sufficient to prove au 265 § 265. IT is not within the scope of this treatise to enter into the general subject of the law of agency, which is in no way altered by the statute. The agency may be proven by parol as at common law, (a) and may be shown by subsequent ratification as well as by antecedent delegation of authority. (b) But such ratification is only possible in the case of a principal in existence when the contract was made (ante, § 244). It is necessary that the agent be a third person, and not the other contracting party. (c) Agent must be a third person, not the other contract ing party. What evi cient to prove authority. Graham v. § 266. The decisions as to the sufficiency of the evidence to prove authority for the agent's signature have dence suffi- not been numerous under the 17th section. In Graham v. Musson, (d) the plaintiff's traveller, Dyson, sold sugar to the defendant, and in the defendant's presence, and Musson. at his request, entered the contract in the defendant's book in these words: "Of North & Co., thirty mats Maurs. at 718.; cash, two months. Fenning's Wharf. (Signed) Joseph Dyson." It was contended that this was a note signed by the defendant, and that Joseph Dyson was his agent for signing; but the court held on the evidence that Dyson was the agent of the vendor, and that the request by the purchaser that the vendor's agent should sign a memorandum of the bargain was no proof of agency to sign the purchaser's name; that the purpose of the buyer was probably to fix the seller, not to appoint an agent to sign his own name. This case was decided by Tindal C. J., Graham v. Vaughan, Coltman, and Erskine JJ., in 1839, and was followed by the same court in 1841, in Graham v. Fret Fretwell. (a) [See Graham v. Musson, 7 Scott, 769; Rucker v. Cammeyer, 1 Esp. 105; Harrison v. Jackson, 7 T. R. 207; Johnson v. Dodge, 17 Ill. 433; McWhorter v. McMahan, 10 Paige, 386; Alna v. Plummer, 4 Greenl. 258; Worrall v. Munn, 1 Selden, 229; Doty v. Wilder, 15 Ill. 407; Long v. Hartwell, 5 Vroom (N. J.), 116; Blacknall v. Parish, 6 Jones Eq. 70; Heard v. Pilley, L. R. 4 Ch. Ap. 548; Yourt v. Hopkins, 24 Ill. 326; 1 Sugden V. & P. (8th Am. ed.) 145, note (a); Hawkins v. Chace, 19 Pick. 502, 506; Shaw v. Nudd, 8 Ib. 9; Blood v. Hardy, 15 Maine, 61; Champlin v. Parish, 11 Paige, 405; Lawrence v. Taylor, 5 Hill, 107, 112; Tomlinson v. Miller, Sheld. 197.] (b) Maclean v. Dunn, 4 Bing. 722; Gosbell v. Archer, 2 Ad. & E. 500; Acebal v. Levy, 10 Bing. 378; Fitzmaurice v. Bayley, 6 E. & B. 868; afterwards reversed, 9 H. L. Cas. 78, but not on the point stated in the text; Sugden V. & P. 145. [See Hawkins v. Chace, 19 Pick. 502, 506. A letter signed by the principal referring to his agent's unauthorized contract and adopting it, will render the contract valid under the statute of frauds as if made originally by him. Newton v. Bronson, 3 Kernan; 587.] (c) Sharman v. Brandt, in Ex. Ch. L. R. 6 Q. B. 720. [See Bent v. Cobb, 9 Gray, 387; Smith v. Arnold, 5 Mason, 414; Johnson v. Buck, 6 Vroom (N. J.), 338, 342.] (d) 5 Bing. N. C. 603. |