his will or direct his action, except so far as the necessary restraints of public law impose limits upon such action.

A large portion of the field of jurisprudence is devoted to the subject of contracts. Contracts from their very nature imply that men are disposed in good faith to keep agreements which they have entered into voluntarily. And the multiplication of the different forms of contract indicates in a marked manner how the confidence and faith of man in his fellow man have increased. Society is shocked by the great frauds which are sometimes perpetrated by cunning and powerful men, but the great current of commercial and business life is pure. Men as a rule are faithful in the performance of their agreements. Where men from an honest misunderstanding as to their rights under their contracts or from a dishonest motive to evade them disagree, the aid of the law is invoked to settle the controversy. Some idea of the immense stride society has made may be formed from the language of Sir Henry Maine, who says, "The only form of dishonesty treated of in the most ancient Roman law is theft. At the moment at which I write (1861) the newest chapter in the English criminal law is one which attempts to prescribe punishment for the frauds of trustees."

The whole of our modern economic life is based upon contractual obligations. The commerce of the seas, the division of labor necessary to industrial efficiency, in fact the whole fabric of the world's business is grounded upon the binding obligations of legal agree

ments.

§ 425. Contract defined.-First, what constitutes a contract? Blackstone's definition is as follows: "A contract is an agreement upon sufficient consideration to do or not to do a particular thing," which is concise and

comprehensive. Judge Metcalf preferred the definition of Chief Justice Marshall, as it is given in Sturges v. Crowningshield, 4 Wheat. (U. S.) 197. It is in these words: "A contract is an agreement in which a party undertakes to do or not to do a particular thing." In this definition the element of consideration is omitted. The efforts to improve upon these definitions by later learned writers show a great deal of ingenuity and a large command of words, but it is questionable whether their efforts to make things clear have not tended rather to darken counsel. For the student who is trying to master the elementary principles of the law, the definitions of Blackstone and Marshall will be quite sufficient. Chancellor Kent approved Blackstone's definition substantially as we have given it.

§ 426. Contracts are executory or executed.—A contract to do a thing, followed by immediate performance, is executed; a contract to do something in the future where instant performance is not expected is executory. If one fails to perform an executory contract, performance may be enforced or damages given to the injured party for nonperformance.

§ 427. Written contracts.-A written contract is an instrument fixing the rights and obligations of the contracting parties, concerning the subject-matter of the contract, and signed by them or one of them. It is sufficient if it be signed by one and accepted by the other. The party accepting a written agreement is bound by all its stipulations for and against him. For instance, where a deed is delivered by the grantor and accepted by the grantee, the grantee does not sign the deed, but if it contains covenants which are to be performed by him, as for the payment of an encumbrance or the like, he is

bound to perform the covenant as much as if he had signed the deed. A written contract may consist of letters or telegrams. It may be written upon several papers at the same time, and if these several papers relate to the subject-matter of the agreement they will be taken as a part of it.

§ 428. Parol contracts.-A parol contract is where the agreement of the parties rests in spoken words only, or partly in writing and partly in spoken words. Parol contracts are valid and enforcible, except where by express law they are required to be in writing. By the rules of common law all contracts not under seal were called simple or parol contracts. But the rules which gave a higher dignity to contracts under seal have been virtually abrogated in this country by usage and by statutes. In most of the states the use of seals is now regulated by statute, the effect of which has been to modify or entirely change the common-law usage in regard to seals. In some instances the distinction between sealed and unsealed instruments is done away with in terms, while in others the same result is accomplished by abolishing the use of seals except by public officials and corporations.

§ 429. Express contracts.-An express contract is one in which the meaning is stated in plain words which are mutually understood by the parties in the same way.

§ 430. Implied contracts.-An implied contract is one in which the conduct of the parties is such that the jury may infer that the parties did intend to make a contract. Where a customer takes up a merchant's goods there is an implied contract on the part of the customer to pay to the merchant the reasonable value of the goods,

and where a master takes a servant into his employ there is an implied contract on the part of the employer to pay the employé the reasonable value of his labor. If parties have an accounting, and have agreed upon the balance due, there is an implied contract that the debtor will pay the balance. So there is an implied contract by the borrower to repay borrowed money.

§ 431. Quasi contracts.-There is a class of cases in which the law implies a contract obligation, regardless of the intention of the parties. Thus, where one procures the goods or money of another, through fraud or mistake, the law implies an obligation to return or pay. These are sometimes called quasi contracts.

§ 432. Contracts of record.-Where a judgment is entered in a court of record, it is called a contract of record, on the theory that every man agrees to obey the laws of the land, and where he is adjudged to owe a sum of money by the law there is an implied promise on his part to pay it. Where a man appears in court, and either on his own behalf or as surety for another, enters into a recognizance conditioned for the payment of a sum of money, in case of the failure of himself or his principal to appear in court at a time named, it is a contract of record. Infants may enter into recognizances which will be binding on them and their estates.

§ 433. Offer and acceptance.-Contracts are made through some form of offer and acceptance. The offer and acceptance may be spoken, written or implied from the actions of the parties. An offer is an expression of willingness to enter into an agreement according to the terms indicated by the offerer. The offer may be made to a particular person in which case that person alone

may accept it, or it may be made to the world and accepted by any one who can comply with its terms. An offer to pay ten dollars for any one returning a certain lost watch is an offer to the world and any one finding the watch and returning it with knowledge of the offer has accepted it, and is therefore entitled to the ten dollars. Any one to whom an offer is directed and who receives the offer enters into a binding contract by accepting it. The acceptance, however, must be complete and in the terms of the offer. Thus if A offers to sell to B one hundred pounds of sugar at six cents per pound and B says that he will take fifty pounds of sugar at six cents per pound, there is no contract for the acceptance does not comply with the terms of the offer.

An offer may be revoked at any time if notice of the revocation is given to the offeree before acceptance. If an offer is not accepted within a reasonable time it lapses without express revocation. Mental determination to accept an offer is not sufficient for the acceptance must be unequivocally indicated, either by express words or appropriate action.

The offer may be of a promise, as where A offers to pay B a certain sum of money in ninety days if B will deliver to A certain chattels. Or the offer may be of an act, as where B offers to deliver to A certain chattels in return for the promise of A to pay certain moneys in ninety days. In the first example there is an offer of a promise to be accepted by an act, and in the second case there is an offer of an act to be accepted by a promise. There may also be an offer of a promise to be accepted by a promise, as where A offers to promise to pay B certain moneys in ninety days, if B will promise to deliver certain chattels in sixty days.

§ 434. Time and place of contract.—Questions arise