CH. VI. S. 4.

required). Instruments which do not require a stamp.

The tax, however, is not imposed upon every document which Stamp (when is produced in evidence to prove an agreement; but only upon documents in which the parties themselves have put down the terms of their agreement, and which would therefore be evidence against both (u). Accordingly, a writing which does not contain the whole terms agreed on between the parties need not be stamped (x).

Proposals.

Nor need a writing be stamped, if it be merely evidence of a proposal or offer by one party, not amounting per se to an agreement, and which the other party has not accepted. Thus, a resolution by a company, for the appointment of a clerk or secretary at a certain salary, has been held not to require a stamp (y). So, a proposal made in writing by one party to the other, pending a negotiation for a tenancy, as to one particular point then under discussion, does not require a stamp (z). So a letter of allotment, in answer to an application for shares in a joint-stock company, not containing a simple answer to such application, but introducing new terms, may be read in evidence, although unstamped (a). And in like manner, an estimate in writing of the expense of certain work, not finally acceded to, may be read in evidence without a stamp (b). So it is only where the whole agreement is in writing that a stamp is necessary (c). And, therefore, where A. offered in writing to B. to let land to him upon certain terms mentioned in a former written agreement between himself and another person, and this offer was verbally accepted by B.; A.'s written offer was held admissible in evidence without a stamp (d). So where, upon the letting of premises to a tenant, a memorandum of agreement was drawn up, the terms of which were read over and assented to by him; and it was then agreed that he should on a future day bring a surety, and sign the agreement, neither of which he ever did; it was held that the memorandum was not an agreement, but a mere unaccepted proposal (e). And this doctrine was recognised in Hawkins v. Warre (f), where an unsigned proposal to let was received in evidence without a stamp.

(u) See De Porquet v. Page (1850), 15 Q. B. 1073; Marshall v. Powell (1846), 9 Q. B. 779; per Parke, B., Beeching v. Westbrook (1841), M. & W. 411; per Erskine, J., Vaughton v. Brine (1840), 1 Scott, N. R. 258.

(a) See Ward v. Lord Londesborough (1852), 12 C. B. 252; Mowatt v. Lord Londesborough (1854), 3 E. & B. 307.

(y) Vaughton v. Brine (1840), 1 Scott, N. R. 258; Lucas v. Beach (1840), 1 Scott, N. R. 350.

(z) Bethell v. Blencoe (1841), 3 Scott,

N. R. 568.

(a) Vollans v. Fletcher (1847), 1 Exch. 20; Willey v. Parratt (1849), 3 Exch. 211. (b) Penniford v. Hamilton (1819), 2 Stark. 475.

(c) Per Maule, J., Hudspeth v. Yarnold (1850), 9 C. B. 625.

(d) Drant v. Brown (1825), 3 B. & C. 665.

(e) Doe v. Cartwright (1820), 3 B. & Al. 326.

(f) Hawkins v. Warre (1825), 3 B. & C. 690.

But if the writing offered in evidence contain, not a mere proposal, but the result of the negotiation, so that it embodies the terms of the contract by which the parties were to be bound, a stamp is requisite, whether such writing be signed or not (g). Thus, where a paper written by the defendant, and signed by the plaintiff, contained a statement of the terms on which the latter agreed to do certain work for the former: it was held to be evidence of an agreement between the parties, and to be inadmissible without a stamp (h). And so, where a draft agreement for letting certain premises was prepared by the plaintiff's attorney and submitted by him to the attorney for the defendant, and by him approved and returned; and he was afterwards authorised to sign it on behalf of the defendant, but the agreement was never executed; it was held to be inadmissible for want of a stamp (i).

In an action by a medical agent, or broker, for commission, it appeared that he had published, by means of a printed prospectus, the terms upon which he rendered his services. The defendant afterwards applied to him for his services; and at the trial, the unstamped prospectus was admitted as evidence of the plaintiff's terms, Lord Ellenborough saying, that "this was a parol contract, adopting the terms of a written proposition, previously existing;" and that "the prospectus was not evidence of the agreement itself, but had performed its office before the parol agreement was entered into " (k). But it is difficult to reconcile this case with the subsequent decision in Williams v. Stoughton (1), or with the rule above stated. That was an action by a schoolmaster against the defendant, for educating his child, and also

(i) Chadwick v. Clarke (1845), 1 C. B. 700. This case would seem to be entirely at variance with the ruling of Lord Tenterden in Doe d. Lambourne v. Pedgriph (1830), 4 C. & P. 312; viz., that a draft agreement for letting premises on lease, with an indorsement, signed by the parties, in the words "We approve of this draft," does not require a stamp. And sce per Cresswell, J., 1 C. B. 706.

(k) Edgar v. Blick (1816), 1 Stark. 464; 18 R. R. 809.

(1) Williams v. Stoughton (1817), 2 Stark. 292. In Chadwick v. Clarke, referred to above, Williams v. Stoughton was recognised as an authority by Cresswell, J.; see 1 C. B. 705; but in the same case it was stated by Shee, Serjeant, arguendo,

that Parke, B. had, on a recent occa
sion, declined to be bound by it; id. 707.
It would seem, however, that the case in
question is quite consistent with the later
authorities on this subject; and it may be
doubted whether Edgar v. Blick, as re-
ported, really is so. It is quite clear that
the plaintiff could not have recovered in
that case, except on the quantum meruit,
unless the prospectus had been produced;
and if the defendant had notice of that
document, so as to be bound by it at all,
it seems difficult to avoid the conclusion,
that it ought to have been stamped,
because it did, in fact, contain the terms
by which the parties had agreed to be
bound. Probably Lord Ellenborough's
ruling was founded on the idea, that the
acceptance of the terms on the part of
the defendant should have been signified
in writing, in order to there being evi-
dence of an agreement within the Stamp
Act. But it is now decided that this is
not necessary.

CH. VI, S. 4,

Stamp (when required).

Aliter, if memorandum

contain all the terms of

contract,

although not signed.

CH. VI. s. 4. for removing such child without giving three months' notice. It Stamp (when appeared that a printed copy of a prospectus, containing the terms required). of the school, had been delivered by the plaintiff to the defendant, when he agreed to send his child; and the plaintiff produced a printed copy of the prospectus, stamped with an agreement stamp. It was objected by the defendant, that this could not be received in evidence, since it was not the identical prospectus which had been delivered to the defendant. The latter prospectus was produced according to a notice from plaintiff. It was then objected, "that even such prospectus, so delivered to defendant, could not be read, since it was unstamped; and the evidence was accordingly rejected." If, however, it appeared in such a case as the above, that the terms contained in the prospectus had been only partly agreed to, such prospectus would be admissible in evidence without a stamp (m).

Agreement referring to a former agreement.

Case of extra work.

Several letters, &c. forming an agreement.

Again a written contract, which is not the contract between the parties, but which is merely referred to therein as containing part of its terms, cannot be read in evidence, unless it be properly stamped (n). So, where a verbal agreement was made between A. and B., that the former should let, and the latter take certain premises, upon the conditions of a lease of the same premises, granted by A. to a former tenant it was held, in an action by A. against B. for rent and non-repair, that the lease could not be read in evidence, unless duly stamped (o). And so, where the plaintiff relied on an implied contract between himself and a tenant, to hold on the terms of a former lease, it was held that such lease could not be given in evidence to prove those terms, unless it was properly stamped (p).

So, in an action brought to recover the value of extra work, if it appear that the contract for the original work was in writing, the plaintiff cannot proceed without putting that contract in evidence (q).

But where several letters or other documents are put in, which, taken together, form in fact only one agreement, it is sufficient if any one of them is properly stamped (7). And where there was a written agreement between two parties, for a demise of lands on the terms of a contract annexed to that agreement (but which contract they thereby agreed to abandon); and the agreement

(m) Clay v. Crofts (1851), 20 L. J., Exch. 361.

(n) Alcock v. Delay (1855), 4 E. & B. 660.

(0) Turner v. Power (1828), 7 B. & C. 625.

(p) Wallis v. Broadbent (1836), 4 A. & E. 877.

(q) Vincent v. Cole (1828), 3 C. & P. 481; and see Buxton v. Cornish (1844), 12 M. & W. 426; overruling the dictum of Bayley, J., in Rex v. Pendleton (1812), 15 East, 449.

(r) Peate v. Dicken (1834), 1 C., M. & R. 422.

was stamped as a lease, but the contract annexed was not stamped it was held, that the stamped agreement incorporated the unstamped one, and that the two together might be given in evidence as a lease (s).

CH. VI. s. 4.
Stamp (when

required).

IÓ U.

A mere cognovit (t), or an I O U (u) not containing any terms Cognovit or of agreement, e.g., to pay by instalments, or the like, does not require an agreement stamp. Nor does a cognovit require a stamp, although it contain a stipulation not to take advantage of it before declaration (x); or although the plaintiff, at the time of its execution, undertake, on a separate paper, to give the defendant time (y). Nor does a consent by a defendant, to a judge's order to stay proceedings on payment of debt and costs, on the usual terms, require to be stamped (z). So, the introduction of the words" for value received," in an IO U, does not render it liable to stamp duty (a). And where an IO U was in this form :"IO U 45l. 138., which I borrowed of Mrs. M., and to pay her 5 per cent. till paid; " this was held not to require a stamp (b). But if an IO U contain the words "to be paid on such a day,' it requires a stamp (c).

Nor is it necessary to stamp a single admission of the correctness Acknowledg of an account containing various items (d), nor a letter acknow- ments. ledging a debt, and promising to remit money on account thereof (e). So a mere acknowledgment of an advance of money (f) or of the receipt, by way of deposit, of money, bills, or goods, to be holden for the party depositing, on terms which the law would imply from the acknowledgment itself, does not require a stamp (g). Thus, a mere acknowledgment of having received money by bill, for a particular purpose," which, when paid, would exonerate the party paying," does not require an agreement stamp ; but may be given in evidence if on a receipt stamp (h). So, in an action for not returning a bill deposited with the defendant, the following memorandum, signed by the defendant, was held to be admissible

(8) Pearce v. Cheslyn (1835), 4 A. & E. 225.

(t) Ames v. Hill (1800), 2 B. & P. 150; Reardon v. Swaby (1803), 4 East, 188. Sed vide Jay v. Warren (1824), 1 C. & P. 532.

(u) Fisher v. Leslie (1795), 1 Esp. 426; Payne v. Jenkins (1830), 4 C. & P. 324 ; Israel v. Israel (1808), 1 Camp. 499.

(x) Green v. Gray (1832), 1 Dowl. 350. (y) Morley v. Hall (1834), 2 Dowl. 494.

(z) Bray v. Manson (1841), 8 M. & W.

668.

(a) Gould v. Coombs (1845), 1 C. B. 543.

(b) Melanotte v. Teasdale (1844), 13

(e) Beeching v. Westbrook (1841), 8 M. & W. 411; Hyne v. Dewdney (1852), 21 L. J., Q. B. 278.

(f) Huxley v. O'Connor (1837), 8 C. & P. 205.

(g) See per Erle, J., De Porquet v. Page (1850), 15 Q. B. 1073.

(h) Watkins v. Hewlett (1819), 1 B. & B. 1; and see Tomkins v. Ashby (1827), 6 B. & C. 541; Bowen v. Fox (1828), 2 Man. & Ry. 167.

CH. VI. s. 4. Stamp (when required).

Authority to pay money.

Attornments,

&c.

in evidence, though unstamped:-"I have in my hands three bills which amount to 120l. 10s. 6d., which I have to get discounted, or return on demand" (i). So, an acknowledgment of the fact of the defendant having goods of the plaintiff in his hands, from which the law would imply a promise to re-deliver on request, need not be stamped (k). So, the following memorandum :-" Mr. S. has this day deposited with me 500l., on the sale of 10,300l. 31. per cent. Spanish, to be returned on demand," was held not to require a stamp (1). And a memorandum in these words:-" I have received a bill of exchange, which I hold as your attorney, to recover the value of from the parties, or to make such other arrangement for your benefit, as may appear to me, in my professional character, reasonable and proper;" was held to be admissible in evidence without a stamp (m). So, a memorandum merely expressing the consent of the indorser of a bill, that time should be given to the acceptor, is not an agreement requiring a stamp (n). So, the following memorandum :-"I hereby acknowledge that you have, for my accommodation, accepted a bill of even date herewith for 25l., and I agree to provide for the same when due;" was held not to require a stamp (o). Nor does the duty attach on a letter from agent to principal, detailing the terms of a sale or purchase effected (p), nor upon a memorandum by which the owner of goods on a wharf authorised the wharfinger to sell them and pay the proceeds to a third person in discharge of a named sum due for freight (q).

But a memorandum consenting to accept payment of a sum of 321. by instalments, and to give a receipt in full on that sum being paid, has been held to require a stamp (r).

A mere authority by one party to another, to pay money on his behalf, whether the payment be to be made generally, or out of a particular fund, need not be stamped as an agreement (s).

And a mere attornment to a party who succeeds the landlord in title, and which does not contain any new terms; or an acknowledgment by a tenant, of the title of an heir or devisee, does not require a stamp (t). So a memorandum by a tenant, admitting

(q) Humphreys v. Briant (1829), 4 C. & P. 157.

(r) Remon v. Hayward (1835), 2 A. & E. 666.

(s) Parker v. Dubois (1836), 1 M. & W. 30; Walker v. Rostron (1842), 9 M. & W. 411. In what cases an order to pay money must be stamped as a bill of exchange, see Buck v. Robson (1878), 3 Q. B. D. 686, overruling Ex parte Shellard (1873), L. R., 17 Eq. 109.

(t) Doe d. Wright v. Smith (1838), S A. & E. 255.