misspoke himself or did an act manifesting agreement which he did not intend to do.

Examples: 1. B leads out a colt and says to C, "I will sell you this colt for $40." C answers, "I will take him at that price." B discovers he has led out a colt he did not intend to sell. B is bound.

2. B writes, "I will sell you 10,000 bushels of wheat at 80 cents a bushel." C replies, "I will accept your offer." B asserts he intended to write, and thought he had written, " 1,000 bushels." B is bound to deliver 10,000 bushels or pay damages for nondelivery.

Agreements must be definite enough to enable a court to ascertain and enforce the terms. Indefinite and uncertain agreements are unenforceable, because the court will not make or complete contracts for parties.

Examples: 3. "I will sell you one hundred acres of land for $1000." "I accept." This is too uncertain because no definite one hundred acres are indicated.

4. "I will sell you one hundred bushels of potatoes for $60.” “I accept." This is definite enough because no particular one hundred bushels need be specified.

5. "I will give as much for your horse as A says he is worth.” “I accept." This is definite enough because a way of ascertaining the price has been agreed upon.

6. "Send me one hundred bushels of potatoes." The potatoes are delivered. This is enough. The market price is understood.

13. Classes of agreements. Agreements leading to legal obligations serve three purposes, namely, to create rights, to transfer rights, and to extinguish rights. An agreement which creates a right is called a contract. An agreement which transfers a right is called an assignment. An agreement which extinguishes a right is called a release or discharge. All are in fact contracts.

Examples: 1. A and B agree that A shall sell and deliver his horse to B for $100, which B agrees to pay sixty days after such delivery. This is a contract. When A delivers the horse he has performed his part, and has a right against B to demand the $100 in sixty days.

2. A agrees with C to transfer to C this right against B in exchange for a cow. This is an assignment by A to C of A's right against B to the $100. 3. C, who now owns the right against B, agrees with B to accept and does accept a buggy as the equivalent of the $100. C thereby discharges the right against B.

14. Agreements originate in some form of offer and acceptance. An offer is an expression by one person of his willingness to become a party to an agreement in accordance with terms expressed or indicated. Acceptance is the expression by the person to whom the offer was made of his willingness to do or forbear from doing what the offeror requires.

The offer may be of a promise or of an act. The acceptance may be the giving of a promise or the doing of an act. No words need be used. We may have a contract in which there is a promise for a promise, that is, an outstanding promise on each side; this is called a bilateral executory contract. Or we may have a contract in which there is a promise outstanding on one side and the act performed on the other; this is called a unilateral executory contract. When both parties have fully performed the contract it is said to be an executed contract. When a promise is put into words it is said to be an express promise; when it is inferred from acts or conduct it is called an implied promise.

Examples: 1. Promise for promise: "I will work for you for one month for $30." Agreed." There is an outstanding promise on each side before

any act is done.

2. Promise for act: "I will pay you $10 if you find and return my lost watch." The offeree finds and returns the watch. The contract is then complete. There is an outstanding promise on one side.

3. Act for promise: A newspaper is sent regularly to a person who takes and reads it as often as it reaches him. The offer is in the sending of the paper. The promise to pay for it is implied from the receiving and using it.

There are certain rules governing offer and acceptance that are often applied in order to determine whether an agreement has been reached. These will be briefly enumerated.

1. The offer must be communicated to the offeree. This, as we have seen, may be by oral or written words or by acts and conduct. However expressed, the offer must actually reach the offeree or there can be no acceptance by him. The offer may be made to all the world but must be accepted by some definite person.

Example 4. B publishes in a newspaper an offer of $10 reward for the return of his lost watch. C returns the watch, not knowing that such a

reward has been offered. Afterwards C learns of the offer and claims the reward. He cannot compel B to pay it, because the act was not done relying upon the offer or with knowledge of it. (But one or two states allow a recovery upon no very well defined principle.)

2. The acceptance must be either communicated or else actively manifested in a manner contemplated by the terms of the offer. Mental determination to accept is not enough; the mental intent must be unequivocally indicated. If the offeror has stated how it shall be indicated, the offeree may do what is required without actually communicating with the offeror; but stipulating that silence shall be deemed an acceptance will not make it so, since the offeror cannot impose on the offeree the obligation to speak. Speech or action is necessary. When an offer is sent by mail, it is implied that the offeree may indicate assent by mailing an acceptance; and the contract is complete when the letter is mailed, although it may never be received.

Examples: 5. B writes C: "I will give you $100 for your horse. If within ten days I do not hear from you to the contrary, I shall consider that you accept." No answer is returned to B. There is no contract even though C has mentally determined to accept. Mere silence does not give consent. If B had specified some act that C was to do to indicate assent, the doing of the act with the intent to accept would be enough.

6. D advertises that if any one buys and uses his medical remedy as directed and afterwards contracts any disease caused by taking cold, he will pay to such person $100. E buys and uses the medicine as directed and afterwards contracts a cold and disease caused by the cold. D is held liable to pay E the $100. E's acceptance of D's offer is manifested by buying and using the medicine as directed, with knowledge of the offer. It is not necessary for E to communicate his acceptance to D.

7. F posts a letter to G, offering to sell his horse to G for $150. G receives the letter on Monday, and on Tuesday posts a letter directed to F, accepting the offer. The letter is lost in the mails and never reaches F, who on Friday sells his horse to H. F is liable to G in damages for breach of contract, for the contract was completed by acceptance as soon as G posted his reply. If F wishes to guard against this, he should say in his letter, "Upon receiving your acceptance the sale will be closed," or use some similar phrase especially requiring that the acceptance should be actually received. By using the mails the offeror impliedly invites the offeree to use the mails, with the result indicated. If F's offer were personal, there would ordinarily be no implied invitation to use the mails for an acceptance; but there might be an invitation either expressed or gathered from

circumstances, as, if G lives at a distance and is told by F to go home, think it over, and let him know, G may use the mails, and his acceptance is complete when the letter containing it is duly posted.

3. The acceptance must be absolute and accord with the terms of the offer. If the offeree qualifies his acceptance in any way, it is not an acceptance but merely a counter offer to be accepted or rejected by the original offeror. A qualified acceptance amounts to a rejection of the offer, which cannot thereafter be accepted so as to bind the offeror.

Example 8. B offers his horse to C for $150. C replies, "I will take the horse at $125." B refuses. C then says, "I will take him at $150." B refuses this. C sues B for breach of contract. C will fail. C's acceptance at $125 was a rejection of the offer at $150, and the offer was at an end.

4. An offer may be varied or revoked before acceptance. An unaccepted offer creates no legal rights. The offeror may vary or revoke it at any time before the offeree accepts it. If, however, the offer is under seal, or if the offeree has paid a consideration for the option to accept or reject, the offer is in the form of a contract and cannot be varied or revoked. An acceptance of the offer concludes the contract and it is then irrevocable. But there must in fact be an offer. Merely sending out a circular of prices, or advertising prices in a newspaper, is not an offer, but merely an invitation to deal with the advertiser.

Examples: 9. B offers C his horse for $150 and gives C twenty-four hours in which to accept. In an hour B withdraws his offer; but C, an hour later, accepts. There is no contract. There was no consideration for B's promise to give C twenty-four hours to accept, and B may revoke his offer before C actually accepts.

10. D gives E an option to take 1000 bushels of wheat on September 1, at 90 cents a bushel, for which option E pays D $40. D withdraws the option before September 1, but on that day E accepts and demands the wheat. D is liable to E for refusal to deliver. The offer is irrevocable.

5. The offeree must have notice of the revocation. An offeree may accept within the time fixed, or, if none be fixed, within a reasonable time, unless he has notice before his acceptance that the offer is revoked. It seems that the notice need not

necessarily come from the offeror, it being sufficient that the offeree actually learns from any source that the offer is revoked.

Examples: 11. B writes C, "I will sell you my horse for $150." The next day B writes C, "I withdraw the offer." The following day, and before receiving the letter containing the withdrawal, C posts an acceptance. The contract is complete, since C had no notice of the withdrawal before acceptance, and acceptance is complete when the letter is mailed. Revocation is not complete until received.

12. D offers E his horse at $150 and gives E two days to accept. The next day D sells the horse to X, who tells E the horse is his (X's). E then accepts. There is no contract. E knew when he accepted that the offer had been revoked by a sale to X.

6. An offer may lapse without express revocation. If a time is fixed, the expiration of the time revokes the offer. If no time is fixed, the offer lapses after the expiration of a reasonable time; what is a reasonable time must depend upon the circumstances of the case. An offer lapses by the death of either party.

Examples: 13. On June 1 B offers C $50 for a cow. C accepts the offer on August 1. This is not a reasonable time where the parties live near each other. Even a week might be too long.

Before E posts

14. D writes E, "I will sell you my farm for $3000." his acceptance D dies. The offer is revoked by D's death. But if E posts his acceptance before D's death the contract is binding upon D's estate.

II. COMPETENT PARTIES

15. Infants. An infant is a person under the age of twentyone. In many states women become of age at eighteen, and in some they are of age at eighteen or even younger, if married.

A person attains his majority on the day preceding his twenty-first birthday, that is, on the last day of his twentyfirst year. If one's birthday is November 8, he can vote or make binding contracts on November 7.

Contracts made during infancy are voidable1 at the infant's option, exercised either during his infancy or after he attains

1 It is often said that an infant's appointment of an agent is void, - that is, absolutely of no effect, but this is so doubtful that the statement is not made in the text (see sec. 117 post).