promise. Another promise is also good consideration for a promise. A says to X, "I will give you $100 if you will agree to draw me plans for a house." If X agrees to draw the plans the contract is then complete, and X's promise is consideration for A's, just as A's is consideration for X's. It is well to note a difference between the two foregoing examples. If A says, "I will pay you for making plans", the offer can be accepted only by making the plans; until the offer is accepted, it can be revoked, and A is not bound. On the other hand, if A offers to pay a certain sum if X will agree to do the work, and X agrees, A is bound, and X is protected, from that time. The best protection it will be seen comes through the latter sort of contract, consisting in outstanding obligations on both sides. In the former case there is really no contract, but only an offer, until the time of acceptance by performance of one party. Statute of Frauds. The statute of frauds, which in somewhat varying form exists generally throughout the States, requires certain contracts to be in writing, and signed by the party to be charged therewith. The more important of these contracts for present purposes may be classified as follows: (1) Contracts to charge a person upon a special promise to answer for the debt, default, or misdoing of another—that is, contracts of guaranty. (2) Contracts for the sale of lands or any interest in or concerning them. (3) Contracts not to be performed within one year of the time of making. (4) Contracts for the sale of goods, wares, and merchandise of value above a certain amount (generally fifty dollars). In the latter case, however, a partial delivery of the goods, as a partial payment to bind the bargain, takes the place of writing. Upon such contracts, except as stated as to contracts of sale, no action can be maintained unless the agreement or some memorandum or note thereof is in writing and signed by the party to be charged, or in his behalf by some person duly authorized thereto. An architect may have connection with contracts of any of these sorts, and the law should be borne in mind. The only class which will be especially discussed here is that of contracts not to be performed within one year from the time of making. In general, the statute does not include agreements which are merely not likely to be performed, but has regard to such as according to a fair interpretation, and in view of existing circumstances, do not admit of performance within a year from the time of making. If, for instance, there is no stipulation as to time, but performance depends upon some event which may occur within a year, the statute does not apply. But if it is the manifest intent of the parties that the contract shall not be executed within a year, the mere fact that it is physically possible for it to be completed sooner, makes no difference. In case a contract of one of the sorts above enumerated is not in writing, a party may recover upon it, in spite of the statute, unless the other party takes advantage of the defense of the statute in his pleading in court. And where one party to a contract which is void under the statute, and which the other party refuses to carry out, has performed his part of the agreement without objection by the other party, he may recover compensation upon an implied contract, although the express contract is unenforceable. So if an architect renders services under an oral contract which is not to be performed within a year, and the other party refuses to pay for such services, the architect, while he cannot recover for breach of the express agreement, may recover the reasonable value of the services rendered, according to an implied contract. Moreover, in such a case the express contract can be given in evidence as tending to show the value of the services. Although the value so shown cannot be enforced, it is sometimes held that no more than the contract price can be recovered. This is one of the cases before referred to where the doctrine of implied contracts is of importance as furnishing a remedy to a party to an unenforceable express contract. Contracts Involving Conditional Performance. Performance of a contract by one party may be made wholly or in part conditional upon performance by another. Thus a contract by which A promises to render certain services and X agrees to pay for them, may be so worded that X will not be called upon to pay unless A has performed the services, or, on the other hand, it may be so arranged that will not be obliged to act unless he is paid in advance. So if it is provided in a contract that X is to pay for A's services only if they are completed by a certain day, and 4 does not complete his services by that time, A cannot, unless X has lost the right to insist upon the condition, recover under the contract. His only ground of recovery would be under an acceptance of the services by X, and a consequent implied contract. Not only may such conditions be expressed, but they may also be implied by the law. It is therefore necessary for a party to a contract to consider carefully whether he has done everything which he is called upon to do, before he can maintain an action against the other party for the failure of that other party to perform his obligation under the contract. When, by the contract, performance by the one is expressly made conditional upon performance by the other, the case is clear; if no such conditions are expressed, the question arises whether any are implied. A court in construing a contract in this respect, as in others, will attempt to ascertain the intention of the parties, and if it appears to have been intended that the whole or a part of performance by one party was meant to be dependent upon some portion of the performance by the other party, then effect will be given to this intention by holding performance under the contract conditional according to the intention shown. Take for instance a contract for the sale of land: One party may agree to convey the land at a certain time, and the other to pay the purchase money at the same time, without expressly saying that either act shall be dependent upon the performance of the other. Yet, as the meaning is clear that the acts are in reality to be mutually dependent, neither party is called upon to perform unless the other party is ready, able, and willing to carry out his part; and, on the other hand, neither party can maintain an action for breach without showing himself to have been able, ready, and willing to perform on his side. The practical result of these principles is that when B breaks his contract with A, and A wishes to hold B liable for the breach, A must carefully consider whether he has done all on his part that is necessary to put B in the wrong. As questions of some nicety occur on these points, it is desirable to take advice of counsel in season to follow out any suggestions regarding such steps as a preliminary to a suit. Construction of Contracts. Disputes often arise over the meaning of contracts after they are made and perhaps reduced to writing. This may come from careless drawing; it may be due to the necessity of applying the contract to new and unforeseen circumstances, or it may arise from a desire of one of the parties to a controversy to strain every point in his own favor. When such disputes arise, it is an important matter for the parties to know how the proper construction is determined. If the question of the construction of a contract is involved in a litigated case, the matter is determined by the judge, not by the jury. There are many rules of construction by which the judge is guided, only some of the more general and the more important of which will be mentioned here. While no oral evidence to explain or supplement a written contract will be heard, yet the judge may consider other distinct agreements of the parties which modify the contract in question. He will also hear evidence relative to the circumstances of the parties when the contract was made, as tending to show the meaning of expressions used. Oral evidence may also be given to show the technical, and sometimes the customary, meaning of words contained in the contract. When, however, a custom is relied upon to give a word a meaning different from that generally accepted, or to add to the substance of a contract, it must be a custom that is reasonable, certain, defined, and uniform. In most cases the custom must be proved to be known to both parties to the contract. It is important, in framing contracts, to employ words in general use, and to employ them in a commonly accepted sense, seeking clearness and precision, and carefully avoiding possible ambiguities. In construing a contract, the object of the court is to ascertain the real intent of the parties at the time of signing. The judge seeks to decide what meaning the words had as used by the parties, under the given circumstances, at the given time and place. In construing any portion, he takes the whole instrument into account, and looks for such an interpretation as will give effect to every part. Assignability of Contracts. Contracts which involve personal services, where the element of individuality is important, cannot be assigned, and the estate of the person whose services are contracted for cannot be held to the contract. If, therefore, an architect dies, his contract for services is terminated. In general, however, a contract is assignable, and both the benefit and the burden of it pass to a man's estate. In case of bankruptcy of a contracting party, therefore, an ordinary contract passes to the assignee or trustee. It should be considered, in drawing a contract, whether it is desired |