apparent exceptions, which it is well briefly to notice. When the contract is incomplete through the default of the defendant, and the incompleteness is one which can be remedied, the court will not refuse its aid; thus, where a contract had been entered into for granting an annuity for three lives to be named, and the consideration had been paid, but through the defendant's refusing to proceed the lives had not been named, the plaintiff was allowed to perfect his contract by nominating three lives who were in being at the time of the contract. (h) So where the defendant agreed to build a house on the plaintiff's land and the plaintiff agreed thereupon to grant a lease which the defendant agreed to accept; and the defendant pulled down the old house but neglected to build the new one; the court held that the contract to accept a lease gave it jurisdiction; that damages could be awarded under Lord Cairns' act for the non-performance of the contract to build, and that this condition being thus satisfied the plaintiff could have performance of the defendant's contract to accept a lease. (¿) § 323. An action may be maintained on a contract where, though some term be not ascertained, the court has the means of ascertaining it, on the principle of the maxim id certum est quod certum reddi potest. Thus, in a contract for the sale of lands under the lands clauses consolidation act, in which the sum was not ascertained, the court decreed the defendants to issue their warrant to the sheriff to summon a jury to settle the compensation; (j) and the same principle is illustrated by the cases on the requisite completeness as to subject matter and price. (k) § 324. The necessary completeness of the contract may be considered in respect of (1) the subject-matter, (2) the parties to the contract, (3) the price, and (4) the other terms. § 325. (1) Every valid contract must contain a description of the subject-matter;' but it is not necessary that it (h) Pritchard v. Ovey, 1 J. & W., 396; Lord Kensington v. Phillips, 3 Dow, 61. (i) Soames v. Edge, Johns., 669; Middleton v. Greenwood, 2 De G. J. & S., 142. Distinguish Norris v. Jackson, 1 J. & H., 319. (j) Walker v. Eastern Counties Railway Co., 6 Ha., 594. See, also, Owen v. Thomas, 3 My. & K, 353; Monro v. Taylor, 8 Ha., 51. (k) Infra, §§ 328, 335. 1 In Prater v. Miller, 3 Hawks, 628, it was held that though specific performance would not be decreed of a contract uncertain in its terms, still, where the agreement may be made certain by means of references furnished by the contract, it will be enforced. ' Definiteness.] The subject-matter of a contract must be defined with clear should be so described as to admit of no doubt what it is; for the identity of the actual thing and the thing described may be shown by extrinsic evidence. This flows from the very necessity of the case; for all actual things, except the contract itself, being outside of and beyond the contract, the connection between the words expressing the contract and things outside it must be established by something other than the contract itself, that is, by extrinsic evidence; the same rule is admitted, and from the like necessity, with regard both to persons and things mentioned in wills; (7) and in the cases of contracts within both the fourth and the seventeenth sections of the Statute of Frauds, parol evidence as to identity is admissible. (m) Thus, for instance, the expression "Mr. Ogilvie's house," was held sufficient, and extrinsic evidence was admitted to show what house it referred to.(n)' In another case a subject-matter described as "the mill property, including cottages in Esher village," was held capable of identification by parol evidence. (0) The expressions "this place" (p) and "the lease" (q) have been held sufficient descriptions of the thing sold; and "your word" has been explained by parol evidence of a previous conversation. (r) So where a contract referred to another writing, parol evidence of the identity of a certain writing with that referred to was admitted ; (s) and in another case parol evidence was admitted to show the mean (1) See per Lord Cranworth (then Rolfe, B.) in Clayton v. Lord Nugent, 13 M. & W., 207. (m) Sarl v. Bourdillon, 1 C. B. (N. S.), 188. (n) Ogilvie v. Foljambe, 3 Mer., 53 (o) McMurray v. Spicer, L. R. 5 Eq., 527. (p) Waldron v. Jacob, I. R. 5 Eq., 131. (q) Horsey v. Graham, L. R. 5 C. P., 9. (r) Macdonald v. Longbottom, 1 El. & El., 977. (8) Clinan v. Cooke, 1 Sch. & Lef., 21, 33. See infra, § 521. ness; so that the party and the court may know what is contracted for. King v. Ruckman, 20 N. J. Eq., 316; Carr v. Passaic Land Co., 22 id., 35; Ross v. Baker, 72 Pa. St., 186; Miller v. Campbell, 52 Ind., 125; Holmes v. Evans, 48 Miss., 217; Bell v. Warren, 39 Texas, 106; Lynes v. Hayden, 119 Mass., 482. Extrinsic evidence may be used to explain ambiguous terms, or the relations sustained towards each other by parties. Warring v. Ayres, 40 N. Y., 357; Robeson v. Horntaker, 2 Green's Ch., 60; Fowler v. Redican, 52 Ill., 405; Mead v. Parker, 115 Mass., 413. Example.] A bond for the sale of real estate was in every respect unobjectionable, except the description, which was incomplete, but consistent so far as it went. Held, that extrinsic parol evidence might be employed to complete it, if no new description was introduced into the contract, and the pleadings contained the necessary averments. Torr v. Torr, 20 Ind., 118; Price v. Griffith, 1 De G. M. & G., 80; King v. Wood., 7 Miss., 389; 1 Greenlf. Ev., § 287. 1 Upon the same principle, specific performance of a contract will not be refused, because in the description of the land it omitted to state the town in which it lies, where the description is otherwise rendered definite. Robeson v. Horntaker, 2 Green's Ch., 60. ing of " £50 more of premium," and of "the profit rent of the present tenant." (t) A general description of the subject matter is sufficient; as, e. g., "the Bank End estate,” although the contract itself may provide for the parcels being subsequently defined. (u) § 326. Where it is necessary to call in extrinsic evidence, the connection of the subject-matter of the contract, and the thing in respect of which specific performance is sought, must be pleaded and supported by sufficient evidence. (v) § 327. It is, however, essential that the description of the subject matter should be so definite, as that it may be known with certainty what the purchaser imagined himself to be contracting for, (w) and that the court may be able to ascertain what it is. (x) And so in a case where there was a contract for the letting of "coals, etc," the statement of the subject-matter was thought by Knight Bruce, L. J., insufficient, and specific performance was refused on that amongst other grounds.(y)1 § 328. With regard to the description of the subjectmatter, the maxim id certum est quod certum reddi potest applies. Thus, where the memorandum of the contract contained no specific description of the property sold, but referred to the deeds as being in the possession of a person named, the court thought that the property might easily be ascertained before the master, and held the description of the subject-matter sufficient. (2) And, again, a contract to sell an estate within certain ascertained boundaries, described as partly freehold, and partly leasehold, is not void for uncertainty, because it is a good contract to sell the vendor's interest in the property; but the purchaser is entitled to have it reduced to certainty by the boundary of the properties of different tenures being ascertained, or shown to be capable of being so. (a) (t) Skinner v. M'Douall, 2 De G. & Sm., 265. (u) Haywood v. Cope, 25 Beav, 140. (v) Price v. Griffith, 1 De G. M. & G., 80. (w) Stewart v. Alliston, 1 Mer., 26, 33. (z) Kennedy v. Lee, 3 Mer., 441, 451; per Lord Eldon ín Daniels v. Davison, 16 Ves., 256. (y) Price v. Griffith, 1 De G. M. & G., 80. See, also, Inge v. Birmingham, Wolverhampton and Stour Valley Railway Co., 3 De G. M. & G., 658. (z) Owen v. Thomas, 3 My. & K., 353; cf. Naylor v. Goodall, 26 W. R., 162. (a) Monro v. Taylor, 8 Ha., 51. The description of land, which is the subject-matter of the contract, is clearly an essential particular, and, as such, if indefinite to such an extent as to be incapable of being ascertained by the admission of extrinsic evidence, goes to its essence and avoids the obligations of the agreement. McMurtrie v. Bennett, Harring. Ch., 124. § 329. So the uncertainty of description of the subjectmatter may be got over by the election of one party to the contract, where the effect of the contract is to give such a right of election. Thus, where a contract was made by the defendant to sell to the plaintiff for the purpose of a churchyard so much land as was necessary on the north side of the church, and the plaintiff obtained the sanction of the proper authorities to the consecration of three quarters of an acre of land adjoining the north side of the existing enclosure of the church and applied to the defendant to convey, it was held that the plaintiff being the person to do the first act under the contract had a right of election, and that if otherwise there was uncertainty of description he had sufficiently ascertained the land to be conveyed. (b) A similar decision was pronounced in a case where the difficulty arose on a contract to let a glebe "except thirty-seven acres," and it was held that the right of election was with the lessee as the person who had the first act to do. (c) With these cases may be compared the cases on executory contracts for the sale of goods not specified, where the appropriation by the party entitled to elect converts the executory contract into an actual sale and passes the property to the vendee. (d) § 330. (2) The contracting parties must appear in the contract, or the memorandum of it, in order to constitute a binding contract;(e)' but they may so appear either by name or by description, or by reference sufficient to ascertain their identity.(f) Where the defendant made a written offer to take a lease, beginning "Sir," but without address, and the plaintiff's agent wrote an acceptance, but there was no document signed by the defendant showing the intended lessee's name, it was held that there was no written contract.(g) (b) Rumble v. Heygate, 18 W. R., 749. (c) Jenkins v. Green, 27 Beav., 437. (d) See the cases collected in Benjamin on Sales, Book II, ch. 5. (e) Champion v. Plummer, 1 N. R., 253; Warner v. Willington, 3 Drew., 523; Squire v. Whitton, 1 H. L. C., 333; Williams v. Lake, (f) Potter v. Duffield, L. R. 18 Eq, 4. 1 It is not however, necessary that in all cases the names of both parties to an instrument appear upon its face, in order to obtain relief in equity. Thus, where the owner of land transmitted to a proposed purchaser a memorandum of an agreement to purchase, with a request that he would sign it in case he wished to purchase, which was signed accordingly, it was held that it was binding upon both parties, though it contained no promise to sell, and was not signed by the vendor. Butler v. O'Hear, 1 Dessau., 382. § 331. The contracting parties may be indicated by description instead of by name, provided the description is sufficient to preclude any fair dispute as to the identity ;(ƒ) or, in other words, is certain within the legal maxim, id certum est quod certum reddi potest;(h) and provided this description is not by reference, but to the contract itself. "It is scarcely possible," said Lord Romilly, M. R.,(¿) “to look at an auction list without seeing property sold by a mortgagee, or by executors, or by trustees, without the name being disclosed, and bought by somebody whose name is not given until the conveyance is prepared. It is the ordinary practice." § 332. "Your lordships," said Earl Cairns, addressing the House of Lords, "have frequently seen conditions of sale not merely by auction but by private contract, in which it is stated that the sale is made, sometimes by the owners, and sometimes by the mortgagees, and a form of contract is annexed in which an agent signs for the vendors, and no other specification upon the vendors' part is inserted, and I never heard up to this time that a contract under those circumstances was invalid. In point of fact, my lords, the question is, is there that certainty which is described in the legal maxim id certum est quod certum reddi potest. If I enter into a contract on behalf of my client, on behalf of my principal, on behalf of my friend, on behalf of those whom it may concern, in all those cases there is no such statement, and I apprehend that in none of those cases would the note satisfy the requirements of the Statute of Frauds. But if I, being really an agent, enter into a contract to sell Blackacre, of which I am not proprietor, or to sell the house No. 1, Portland Place, on behalf of the owner of that house, there, I apprehend, is a statement of matter of fact, as to which there can be perfect certainty, and none of the dangers struck at by the Statute of Frauds can arise." (j) § 333. In one case already referred to, (k) the sale was stated to be by direction of the executors of Admiral F., |