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4. The death or insanity of the proposer.

The Palo Alto, Daveis R., 356.

§ 570. A contract which is void for want of due consent, may, if not unlawful in its purpose,' be ratified by a subsequent consent."

1 Gray v. Hook, 4 N. Y., 449.

2 Newton v. Bronson, 13 N. Y., 595.

ARTICLE V.

of contract void for

Ratification

want consent

CONSIDERATION.

SECTION 571. Good consideration, what.

572. How far legal or moral obligation is a good consideration.
573. Consideration, unlawful.

4

3

2

sideration,

§ 571. Any benefit conferred,' or agreed to be conferred, Good conupon the promisor, by any other person, or any prejudice what. suffered, or agreed to be suffered,' by such person," at the time of consent,' as an inducement to the promiser, is a good consideration for a promise.

'Johnson v. Titus, 2 Hill, 606; Oakley v. Boorman, 27
Wend., 588; see Hamilton College v. Stewart, 1 N. Y.,
581.

Houghtailing v. Randen, 25 Barb., 21; Sage v. Hazard,
6 id., 179; Briggs v. Tillotson, 8 Johns., 304.
Lawrence v. Fox, 20 N. Y., 268; Judson v. Gray, 17
How. Pr., 289, 296.

Miller v. Drake, 1 Caines, 45; Rutgers v. Lucet, 2 Johns.
Cas., 92; Parker v. Crane, 6 Wend., 647; Stuart v.
McGuin, 1 Cow., 99; Elting v. Vanderlyn, 4 Johns.,
237; Smith v. Weed, 20 Wend., 184; Heinman v.
Moulton, 14 Johns., 466; Hilliard v. Austin, 17 Barb.,

141.

B Conover v. Brush, 2 N. Y. Leg. Obs., 289; Decker v.
Judson, 16 N. Y., 449.

• Decker v. Judson, supra.

7 Livingston v. Rogers, Cole. & C. Cas., 331; Utica &
Syracuse R. R. v. Brinckerhoff, 21 Wend., 139; Ros-
corla v. Thomas, 3 Q. B., 234.

How far

legal or

572. An existing legal' or moral obligation resting

moral obli- upon the promiser,' is also a good consideration for a pro

gation is a

good consideration.

mise, to an extent corresponding with the extent of the obligation, but no further or otherwise."

'Spencer v. Ballou, 18 N. Y., 330.

"The common law does not recognise moral obligations, except in a few cases, as sufficient to sustain a promise. (Goulding v. Davidson, 28 Barb., 438; Nash v. Russell, 5 Barb., 556; Geer v. Archer, 2 Barb., 420; Watkins v. Halstead, 2 Sandf., 311; Ehle v. Judson, 24 Wend., 97; Smith v. Ware, 13 Johns., 257; Beaumont v. Reeve, 8 Q. B., 483; Eastwood v. Kenyon, 11 Ad. & El., 438. But see contra, Doty v. Brown, 14 Johns., 381; Lee v. Muggeridge, 5 Taunt, 36). The authorities, however, entirely fail to establish any satisfactory principle upon which to distinguish between the different species of moral obligations. Thus in Bunn v. Winthrop (1 Johns. Ch., 329.) past seduction is held a good consideration. In Beaumont v. Reeve (8 Q. B, 483), the very reverse is decided. In Goulding v. Davidson (28 Barb., 438,) it is said that there must have been at some time an actual legal obligation, yet in Rice v. Welling (5 Wend., 595,) and Early v. Mahon, (19 Johns., 147), the original contract was usurious, and therefore void ab initio. The same may be said of promises to pay debts contracted in infancy, which are held valid.

The only proper course seems to be, either to declare that no moral obligations amount to a consideration for a promise, or that any do.

Roscorla v. Thomas, 3 Q. B., 234; Hopkins v. Logan,
5 M. & W.,
247.

Considera- § 573. If any part of the consideration is unlawful, the

tion unlaw. ful.

contract is void.'

1 Pepper v. Haight, 20 Barb., 429; Barton v. Port Jackson P. R. Co., 17 Barb., 397; Burt v. Place, 6 Cow.,

431.

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contract.

$575. An express contract is one the terms of which are Express stated in words.

contract.

§ 576. An implied contract is one the existence and terms Implied of which are manifested by conduct.

§ 577. All contracts may be made orally, except are specially required by statute to be in writing.

such as

§ 578. The following contracts or some memorandum thereof, expressing the consideration, must be in writing, subscribed by the party to be charged thereby, or by his agent for the purpose:

1. An agreement that, by its terms, cannot be performed within one year;

2. An agreement made upon consideration of marriage, other than mutual promises to marry.

See note to § 1380.

Oral contracts.

What conbe written.

tracts must

writing.

579. The execution of a contract in writing, whether Effect of the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the instrument.'

'Baker v. Higgins, 21 N. Y., 396; Lamatt v. Hudson Riv.
Ins. Co., 17 N. Y., 199 n; Durgin v. Ireland, 14 N. Y.,
322; as explained in Blossom v. Griffin, 13 N. Y., 573.

Contract in writing

§ 580. A contract in writing takes effect upon its delivery takes effect to the party in whose favor it is made, or to his agent.'

from de

livery.

Beal, effect of.

Seal, how affixed, &c.

The provisions of the chapter on TRANSFERS OF REAL PROPERTY, Concerning delivery of deeds, absolute and con ditional, apply to all written contracts.

'Verplank v. Sterry, 12 Johns., 536; compare Elsey v. Metcalf, 1 Den., 323.

§ 581. A seal is presumptive evidence of a consideration.

§ 582. A corporate or official seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written.' All other seals must be affixed by means of an impression upon a tenacious substance fastened to the instrument.'

13 R S. (5th ed.), 687.

Warren v. Lynch, 5 Johns., 239; Andrews v. Herriot, 4
Cow., 508.

CHAPTER III.

INTERPRETATION OF CONTRACTS.

SECTION 583. Contracts, how to be interpreted.
584. Intention of parties, how ascertained.
585. Intention to be ascertained from language.

586. Fraud, mistake or accident concealing intention of parties.

587. Effect to be given to every part of contract.

588. Several contracts relating to same matters.
589. Words to be understood in usual sense.

590. Technical words.

591. Law of place.

592. Contract explained by circumstances.

593. Contract restricted to its evident object.

594. Particular clauses subordinate to general intent.
595. Writing controls printed parts of contract.

596. Repugnancies to be reconciled, &c.

597. Rejection of words wholly inconsistent.

598. Words to be taken most strongly against whom.

599. Reasonable stipulations, when implied.

600. Necessary incidents of contract implied.

601. Time of performance of contract.

602. Same rules of interpretation apply to all contracts.
603. Usage defined.

how to be

§ 583. Contracts must be so interpreted as to give effect Contracts, to the mutual intention of the parties,' as it existed at the interpreted. time of contracting, so far as the same is ascertainable and lawful.

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§ 584. The intention of the parties is to be ascertained Intention by the rules hereinafter stated.

of parties, how ascertained.

to be ascer

tained from

language.

§ 585. The language of the contract is to govern, if Intention clear and explicit, and not involving an absurdity.' When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible.

'Code La., 1940; see Westcott v. Thompson, 18 N. Y.,
367; Buck v. Burk, id., 339.

§ 586. When it is clearly proved' that through fraud,' mistake or accident, a written contract fails to express the real intention of the parties, such real intention is to be regarded, and the erroneous parts of the writing disregarded.*

1 Coles v. Bowne, 10 Paige, 526; Lyman v. Mut. Ins. Co.,

2 Johns. Ch., 630; affirmed, 17 Johns., 373.

'De Peyster v. Hasbrouck, 11 N. Y., 582.

Wood v. Hubbell, 10 N. Y., 479; Gillespie v. Moon, 2
Johns. Ch., 585; Story Eq. Jur., § 152.

Under the Code of Procedure, it is not necessary that
the contract should be reformed, but it should be con-
strued according to the actual intent of the parties.
See Bidwell v. Astor Ins. Co., 16 N. Y., 263; N. Y. Ice
Co. v. N. W. Ins. Co., 12 Abb. Pr., 414; 23 N. Y., 357.

2

§ 587. The whole contract is to be taken together, so as to give effect to every part,' if reasonably practicable, each one clause interpreting the others."

'Code La., 1950; Ward v. Whitney, 8 N. Y., 446; Decker v.
Furniss, 14 id., 615, 622; Hamilton v. Taylor, 18 id., 361.

2 Westcott v. Thompson, 18 N. Y., 366.

'Miller v. Travers, 8 Bing., 244; Story Cont., § 657.

8588. Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.'

'Hamilton v. Taylor, 18 N. Y., 361; Church v. Brown,

21 N. Y., 319, 330; Pepper v. Haight, 20 Barb., 429;
limited, Mann v. Witbeck, 17 Barb., 388.

Fraud, misaccident intention of

take or

concealing

parties.

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