divers sums of money, which he has become unable fully to pay and discharge: therefore we, the said creditors, do consent and agree with the said A. to demand and receive less than the full amount of our respective claims, and to accept of cents for every dollar owing to each of us the said creditors of the said A., in full satisfaction and discharge of our several claims and demands; the said sum of cents on a dollar to be paid to each of us, our heirs and personal representatives, within the space of from the date hereof. And we, the creditors aforesaid, further severally agree with the said A. that he may within the said time of date, sell and dispose of his goods, chattels and the payment of the cents on the dollar of each of our respective debts, and that neither of us will at any time hereafter commence proceedings at law or equity against the said A. for any debt now due and owing to us, or any of us: provided the said A. does within the time before limited, well and truly pay, or cause to be paid, the said cents for every dollar of each of our several and respective claims against him.

from this

effects, for

This deed is not to become valid between the parties unless executed by every creditor of the said A. whose debt exceeds dollars.

In witness whereof, we have hereunto set our hands and seals this day of. , A. D. 18

The creditors to save multiplicity of seals may adopt that

of the first as their common seal.

17. AGREEMENT FOR SALE OF SHARES OF STOCK.

This agreement, entered into this

day of , in the

of the first part and C. D.

of of the second part, witnesseth:

That, in consideration of the agreement of C. D. hereinaf

day of

next, and upon

shares of stock

ter contained, the said A. B. agrees to sell, transfer and convey to the said C. D. on the payment of the money hereinafter stated, of the ing in his name on the books of the said

now owned by the said A. B. and stand

and to execute and deliver to the said C. D. all necessary assignments, transfers and conveyances, to assure and convey the same to the said C. D. and his assigns forever.

In consideration of which the said C. D. agrees with the said A. B. to pay to him

dollars for each share of the

said capital stock, on the

day of next.

In witness whereof, we have hereunto set our hands and

seals the day and year above written.

A. B.

[L. S.]

C. D.

[L. S.]

CHAPTER VI.

OF SALES.

SECTION 1.-What Constitutes a Sale.

PERSONAL property is generally transmissible by delivery. Shipping, and negotiable securities and contracts, are exceptions. The transfer of vessels must be by bill of sale, which should be duly registered; and negotiable contracts and securities should be transferred by endorsement.

In speaking of contracts as affected by the Statute of Frauds, we have already seen that no contract for the sale of goods, exceeding a limited value, (in some states $35, and in others $50), is valid, unless the buyer actually received some part of the goods, or give something as earnest to bind the bargain, or in part payment; or unless some memorandum, in writing, of the bargain be made, signed by the party to be charged therewith.

What is a part payment, or delivery and acceptance, becomes frequently a question of great difficulty; we shall here give only the general principles which govern all cases.Part performance, and delivery and acceptance, call for something more than mere words, there must be some act, intended and understood by the parties to accomplish the delivery and acceptance, or part performance, required by the Statute.

For example: I go to a lumber yard, and find some plank, piled separately and apart, which suits my purpose as a purchaser, I enquire the price, it is named to me, and is more than $50. I reply that the price is satisfactory, and I will take the pile. The seller replies, "the pile is yours." So far as mere words can go, it would be difficult to see how anything more could be done to constitute a sale, and yet the

sale is not completed, and cannot be enforced. If, without more, the seller should present the bill to me for payment, and I decline, the sale being imperfect, he cannot enforce collection.

If the value had been less than the amount limited in the Statute of Frauds, the sale would have been perfect,-above that limit, it is voidable.

To complete a sale within the Statute of Frauds, there should be: First, a bargain intended to change the right of property. This is, of course, the act of both parties.

Second, a delivery of the property and of the possession to the vendee. This is the act of the seller.

Third, an acceptance and receipt of the property, and actual possession of some part of the goods, as absolute owner.This is the act of the purchaser.

In the case given, there was nothing but the bargain, no delivery and no acceptance.

I am, of course, aware that it is not always easy, or even possible, to make actual and manual delivery of bulky and ponderous articles; but there are other ways of satisfying the calls of the Statute of Frauds.

The parties may put their agreement in writing; or the buyer may pay a part or the whole of the purchase money.

Practically, I think, but little attention is paid to this branch of the statute; and I presume not one in twenty, of parties who buy goods exceeding $50 in value, even when purchasing, so far conform to the statute as to make a purchase, which they could, at any time before receiving the article, be compelled to carry out.

Little practical harm results from this, for, happily, among honorable business men, an honorary obligation is as sure to be discharged, as a legal one.

SECTION 2.

Of Conditional Sales.

A Seller may, by express stipulation, retain the property in the goods delivered upon contract of sale, till the price is

fully paid, and may at any time take possession, if the purchaser fails to pay according to his contract.

This, of course, enables a purchaser, upon condition subsequent, to be the apparent owner of that in which he has only an imperfect and conditional ownership and property; and undoubtedly there is a possibility that fraud may arise out of it.

For example: you sell to John Smith a horse. You think he is honest, but he is not at present able to pay. Believing he will take good care of the horse, you sell to him, taking his note for the price, and stipulating in the note that the horse is to remain your property till the full amount of the note is paid.

Of course John Smith, being the apparent owner, may sell the horse to one who supposes him to be the real owner, for a full price; and, being himself poor, the purchaser may, when you take possession of the horse for non-payment, as you have full right to do, be remediless against the seller.

This possibility of fraud has led some courts to doubt the legality of such sales; but when made in good faith, there would seem to be no reasonable doubt but that they are perfectly valid and unobjectionable.

It is quite manifest, that the fraud cannot be perpetrated without false representations and deceit, and the same false representations and deceit would enable the hirer of a horse and carriage to perpetrate the same fraud; and yet no one doubts your right to let a horse or any other chattel, for any time longer or shorter, at the pleasure of the parties, thereby giving the hirer the same opportunity to defraud.

These sales have been sustained by the highest courts of several of the States, and may probably be now considered a safe and settled mode of conditional conveyance.

No record or registration of such a sale is required; and still, as has been seen, the person retaining the property as security, need not retain the possession. This, however, is not an evasion of the laws of registration, of mortgages. Those laws provide for a case where "A." secures to "B.” a debt due him, by a transfer of "A's" property. It is important