Judd vs. 6 Barb. 258. Party Signing is Bound. Stephens vs. Reedy vs. 42 Cal. 245. Memory vs. Niepert, 131 Ill. 623. Fairbanks vs. Meyers, 98 Ind. 92. Informal Acceptance of Proposal. Burch vs. New Lindell, 7 Mo. App. 583. between them and the printed part, the natural supposition being that more attention is paid by the parties to the written portion. If two contracts, supposed to be duplicates of each other, prove to differ, if either party complies with the one in his hands, that one will be held to be valid. After a contract is signed by one party and delivered to the other, the one who signed it is bound, even if the other does not sign it. In a New York case, a person who had signed a paper, on returning it to the messenger who brought it to him from the other party, said that he would only be bound by it if certain things were done. Before the things were done, he wrote, saying that he withdrew from the agreement, and would not be bound by it. The matter was brought to the Supreme Court, which decided that parol evidence of conditions qualifying the delivery was not admissible, and that the person who had signed the document was bound, although the other party had not signed it. In the same way, where a contract which provided for payment by instalments had been signed by one party only, but had been ratified indirectly by the other party by the payment of some instalments, it was held that the contract was valid. Any ratification of this kind, if the court is satisfied that the parties really understood at the time that an agreement existed between them, is likely to be held to substantiate the contract, whether it is signed by both parties or not, and neither will be allowed, if he changes his mind, to escape on the pretext that his actual signature is lacking. An allied case is that of a contract formed by proposal and acceptance, where the acceptance is informal. Under such circumstances, as with contracts of the regular sort, if one party gives the other reason to think that he has agreed to the proposition, he will find it hard to escape from it later on the ground that he had given no formal assent to it. In a Missouri case, a man made a written proposition to do a piece of work on certain terms. The one to whom the proposition was A addressed, without saying whether he had accepted or rejected the proposal, directed the other to go on and do the work. controversy having arisen later about payment, it was held by the Court of Appeals that the terms of the proposal formed the contract between the parties, and that the party making the proposal might recover in accordance with it. Where, however, one party signs, and the other neither signs, nor does anything else, within a reasonable time, to indicate that he assents to or adopts the agreement, the matter lapses, and neither party is bound. The delivery of a contract may be a very informal matter. If the paper is left at the store of the merchant, the shop of the mechanic or manufacturer, or the farm of the farmer, who is a party to it, the delivery is complete, unless the contract itself specifies some place or mode of delivery. In fact, it is not essential that the document should be delivered at all. In an Illinois case, the only copy of the contract that was signed was left with the architect, for the benefit of both parties; and it was held that this was all the delivery that was necessary. Burch vs. New Lindell, 7 Mo. App. 583. Keller vs. 1 Nev. 492. Delivery of Contract. Bronson vs. 7 Barb. 472. Coey vs. Lehmann, 79 Ill. 173. Difference Between Contracts with Corporations and Private Individuals. Necessity for Corporate Seal. A CHAPTER XVII. CONTRACTS WITH CORPORATIONS. LTHOUGH a contract with a private individual is a very informal affair, and almost anything will be regarded as a proper signature which shows the intention of the parties, it is very different where a corporation is one of the parties to the agreement. While a private individual may enter into any sort of contract that he chooses, so long as it is not immoral, and will be held to the fulfilment of any promise in consideration of which he has received benefit from another, the powers of corporations are strictly limited, either by their charters or by statute, and they cannot be compelled to carry out promises made by their officers beyond the bounds of their authority, no matter what may be the hardships inflicted upon the persons who have incautiously trusted them In England, and formerly in this country, not only must a contract entered into by a corporation be within the scope of its authority, but, besides the signatures of the proper officers, the seal of the corporation must be affixed to the agreement to make it valid, unless some special statute has authorized the seal to be omitted. A story was told in the English papers a few years ago illustrating this point. A young architect made plans for a school-house for a town. After some discussion, his plans were adopted, and, by a formal vote of the proper officers, he was appointed architect of the building. The work was carried out under his direction, to the satisfaction of everybody concerned, and, when all was completed, he sent in his bill, payment of which was coolly refused, on the ground that his appointment was not under the corporate seal of the town, and was, therefore, invalid. The school officials did not pretend that the architect had not done his work properly; on the contrary, they said that they were perfectly satisfied with it, but, as the corporation could not be bound without the seal, they did not propose to lose the benefit of the omission, and the architect would have to get along without his money as best he could. The latter brought suit, and must inevitably have been defeated had it not been discovered that a special statute, which the astute town officers had probably forgotten, expressly authorized towns, for the purpose of facilitating the erection of schools, to make contracts in regard to them without the seal; and, as the engagement of the architect came within this statute, the town was, in the end, compelled to pay the bill with costs. In this country, the contracts of corporations, signed by the proper officers, and made in accordance with the statutes or charters regulating the affairs of the corporations, may be considered as valid without the seal. In many of the States decisions have already been given in accordance with this view, and it is probable that the example would be followed in the others if occasion should arise. It is, however, very necessary that, with or without the seal, the contract should be within the authority of the corporation, and of the officers who claim to represent it, and our courts hold that it is the duty of the person who wishes to make a contract of the kind with a corporation to inform himself on this point; and that, if he fails to do so, the corporation cannot be held liable for losses which he may suffer in carrying out an agreement entered into without proper authority. The town of Bridgeport once appointed by vote a committee to procure plans and estimates for a high school, and to contract for the erection of the building at a cost not to exceed $55,000. A contract was made with one Turney for Merrick vs. 57 Mich. 623. Bank of Columbia vs. Patterson, 7 Cranch, 305. Fleckner vs. Bank of United States, 8 Wheat. 338. McCullogh vs. Talledega Ins. Co., 46 Alab. 376. Turney vs. Bridgeport, 55 Conn. 412. Turney vs. Bridgeport, 55 Coun. 412. the main part of the work, but the heating, ventilation and 66 The plaintiff's counsel argued that the town was enjoying the benefit of the result of his labors; but the court held that this argument was not good, as the town had a right to do so, without incurring liability. In regard to the question whether Turney, having been informed of the amount of the appropriation, was obliged to concern himself about the other contracts, to see whether there would be money enough left to pay him for extra work ordered by the committee, the court said that, having notice of the vote, he was "put on inquiry" as to the |