Sale, which is cited-I have not the original work before me-by Williams, J., in Railway Co. v. Peek, E. B. & E. 1001, where, after referring to Hinde v. Whitehouse, 7 East, 558, and Kenworthy v. Schofield, 2 B. & C. 945, he says: "The principle of these cases seems to me to be well stated in the same work by my brother Blackburn, as follows: "If the contents of the signed paper themselves make reference to the others so as to show by internal evidence that the papers refer to each other, they may be all taken together as one memorandum in writing'" (as in the case which I have mentioned of a letter referring to a previ us letter, of which the copy is annexed): "but if it is necessary, in order to connect them, to give evidence of the intention of the parties that they should be connected, shown by circumstances not apparent cn the face of the writings the memorandum is not all in writing, for it consists partly of the contents of the writings and partly of the expression of an intention to unite them, and that expression is not in writing.'" The old case of Boydell v. Drummond, 11 East. 142, and some other case, might be consistent with that rule; but certainly of late a different rule has been introduced, and it is a rule, to say the least, consistent with the convenience of mankind, because if you were to exclude parol evidence to explain such a doubtful reference as "the letter of the 14th instant," or it might be simply "your letter," the result might in a large number of cases be gross injustice. Now I take it to be quite settled that in a case of that kind you may give parol evidence to show what the document referred to was. I take it that you may go further than that, and that if you find a reference to something, which may be a conversation, or may be a written document, you may give evidence to show whether it was a conversation or a written document; and, having proved that it was a written document, you may put that written document in evidence, and so connect it with the one already admitted or proved. So far there is no difficulty. That was applied in the case of Ridgway v. Wharton, 6 H. L. C. 238, where the question was on the meaning of instructions which did not by any means necessarily point to a written document; but later the cases have gone further than that, and it seems to me that Long v. Millar, 4 C. P. D. 450, followed by Field, J., in Cave v. Hastings, 7 Q. B. D. 125, does establish a very much larger series of exceptions. In Long v. Millar, I profess myself rather embarrassed by the judgment of Thesiger, L. J.,-that is to say, I am unable quite to understand what he means by the passages on p. 456, which seem to me rather inconsistent; but seeing that I have the judgments of Bramwell and Baggallay, L. JJ., without the slightest doubt or embarrassment, and that Thesiger, L. J., concurred in their judgment, I think I may put any difficulty of that kind aside. Bramwell, L. J., gave a judgment which, beyond its

reference to the particular case, is exceedingly useful as illustrating this branch of law; because he gives an illustration which seems to me to go. to the root of the matter. The illustration he gives is this (4 C. P. D. 454): "Suppose that A. write to B., saying that he will give £1,000 for B.'s estate, and at the same time states the terms in detail, and suppose that B. simply writes back in return, 'I accept your offer.' In that case there may be an identification of the documents by parol evidence, and it may be shown that the offer alluded to by B. is that made by A., without infringing the statute of frauds, sec. 4, which requires a note or memorandum in writing." If that is sound, which I take it to be, according to other cases, and according to the convictions of judges in older cases which are introduced into the old law, it is difficult perhaps to say where parol evidence is to stop; but substantially it never stops short of this, that wherever parol evidence is required to connect two written documents together, then that parol evidence is admissible. You are entitled to rely upon a written document, which requires explanation. Perhaps the real principle upon which that is based is, that you are always entitled in regarding the construction and meaning of a written document to inquire into the circumstances under which it was written, not in order to find an interpretation by the writer of the language, but to ascertain from the surrounding facts and circumstances with reference to what, and with what intent, it must have been written. I think myself that must be the principle on which parol evidence of this kind is admitted. Turning to the case before me, I find a letter of the 12th of September, 1888, written by the defendant to Mrs. Oliver; and in that he says, "I beg to acknowledge receipt of check, value £375, on account of the purchase money for the Fletton Manor House estate, for which I thank you." I have two things here perfectly clear, that there is a property called Fletton Manor House estate, which constitutes the subject of a purchase, and therefore the subject of a sale. I have also that £375 is part of the purchase money for that house; but, beyond that, I have no terms of a contract. I am entitled to consider the circumstances under which the letter was written, in order to give any meaning that I properly can to it,-not to add terms to it, but to find out what the meaning necessarily must be, having regard to the facts and circumstances—and, having got the evidence of which I have in this case, the conclusion is inevitable that it refers to a previous memorandum of terms of agreement under which Mrs. Oliver becomes the purchaser of this particular property for the price of £2,375, on account of which the check for £375 was sent. Having got that evidence in, having got the connection between the two documents, I have then enough to enable me to read the two documents together, and, reading them

together, I have a distinct memorandum of contract, specifying all the terms, the second one supplying what the first one omitted to give namely, singularly enough, the property which was intended to be purchased and sold. That being so, the objection that there is no memorandum within the statute of frauds fails.

I have not referred to the late case of Studds v. Watson, 28 Ch. D. 305, before Mr. Justice North, because I am not quite sure how far that learned judge intended to go. If I am right in my view of his judgment that he only allowed the parol agreement to be proved to see whether it connected the two written documents, and then, having got it in evidence, found that it did, and so was able to connect the two documents,— if that is the right view, which I believe it to be, of what he intended,— then it really follows Long v. Millar, 4 C. P. D. 450, and Cave. v. Hastings, 7 Q. B. D. 125, to both of which he referred in his judgment.

Under these circumstances, I think the plaintiff is entitled to judgment for specific performance, and, of course, to the costs of the action.

A MEMORANDUM OF SALE MUST SHOW WHO IS THE BUYER AND WHO IS THE SELLER

FRANK AND COMPANY V. ELTRINGHAM

65 Miss. 281 (1887)

On July 6, 1886, Marcus S. Kahn, the travelling agent of defendants, solicited and obtained an order for a bill of goods from the plaintiff, in the city of Natchez. On August 23, 1886, defendants wrote to plaintiff, addressing the letter to Waterproof, La., requesting references, as they did not know him, and had never previously had business relations with him. Not receiving a reply, they again wrote him on September 16, 1886. Receiving no reply to this letter, they declined to ship the goods at all. Thereupon, on October 18, 1886, Eltringham instituted this action by attachment, the defendants being non-residents.

On the trial of the issue as to the liability of defendants, the plaintiff introduced the following as evidence of the contract of sale.

1. Frank & Co., 47 & 49 White Street, N. Y.

No. 120

Address A. Eltringham, U. N. I. Landing.

Natchez, Miss.

(Here follows an inventory of articles of merchandise, with price of each article separately, amounting in the aggregate to $384.75.)

Thanks,

SONNY KAHN.

The jury found for the plaintiff, and assessed the damages at $250. The defendants appealed.

CAMPBELL, J., delivered the opinion of the court.

The note or memorandum of the bargain is not sufficient under 1295 of the Code. It fails to show who is seller and who is buyer. It is impossible to determine from the writing whether the appellants agreed to buy from the appellee, or vice versa.

While the requirement of the statute is that only some note or memorandum of the bargain shall be signed by the party to be charged, it must show the substantial terms of the bargain, so that it may be seen and understood from the writing and without the aid of parol testimony; for to admit that, to supply an essential part of the contract, would defeat the object of the statute. The writing must distinguish between the buyer and seller. The memorandum in this case would be equally applicable to an action by I. Frank & Co. against Eltringham. Reversed and remanded.

NEGOTIABLE INSTRUMENTS

PARTIES TO A BILL OR NOTE SHOULD BE ASCERTAINABLE

M'CALL V. TAYLOR

19 Common Bench, 301; 115 Eng. C. L., 301 (1865)

This was an action upon an instrument in the following form, which was declared on as a bill of exchange and also as a promissory note:

"£300.00.

Four months after date, pay to my order the sum of Three hundred pounds, for value received.

"To Captain Taylor,

"Ship Jasper."

Across this document was written, in the handwriting of the defendant, the words "Accepted, William Taylor."

There was also a count for goods sold and delivered, and the ordinary pleas.

The cause was tried before Byles, J., at the sittings at Guild-hall after the last Hilary Term. The plaintiff was a ship-chandler and provision merchant. The defendant was the captain (and it was suggested owner also) of the ship Jasper. It appeared that the plaintiff had, in September, 1862, pursuant to orders received through one Milne, the ship's broker, delivered goods to the amount of £299. 19s. 2d. on board that vessel for San Francisco, and had received in payment a bill at six months accepted by one Bailey, which bill was not paid at maturity; and that the instrument declared on was given to the plaintiff by Milne about six months afterwards. It also appeared that Bailey had been debited for the goods in the plaintiff's books, and that an invoice had been delivered charging Bailey as the debtor. There was no evidence whatever to show that the defendant had any interest in the goods.

PER CURIAM. I am of opinion that this rule should be discharged. The instrument in question is declared upon as a bill of exchange, and also as a promissory note. It was in this form, "Four months after date, pay to my order the sum of three hundred pounds, for value received," and it was addressed to the defendant, but it had no date and no drawer's name. Across it was written an acceptance by the de

fendant.