upon the paper is a good seal. A mere scrawl with a pen made upon the paper in the form of a seal, with the initials of the party written within the outline of the seal, has been held to be sufficient by the Supreme Court.

The essence of an agreement is the intelligent assent or union of the minds of the parties, and in its construction the actual in tent of the parties is to be regarded. But, if the terms of the contract are clear, it will be binding even though contrary to the intention of the parties. For parol proof cannot be resorted to to modify the language of a written contract where it admits of a sensible construction. Only where there is a doubt or ambiguity in the terms of the written instrument, can parol proof or extrinsic circumstances be invoked to aid in its construction.

If, however, a written instrument fails to express the real contract designed to be made by the parties, in consequence of a mistake in the words or language used, courts having equity jurisdiction will generally reform the contract by making it conformable to the intention of the parties.

Incapacity to contract arises, among other causes, from infancy, from marriage (on the part of the woman), and from insanity..

Infants are incapable of binding themselves by contract, except for necessaries. The contract entered into by an infant may be repudiated at his option, either before his majority or within a reasonable time after it. He may also ratify and confirm it. This, however, must be done by a new promise, made after he has attained his majority. If the promise be a conditional one, the party seeking to enforce it must show the fulfilment of the condition. The contract of an infant may also be confirmed without an express new promise; and where he has neither disavowed nor affirmed it by words, a ratification is sometimes inferred from his acts. The question as to precisely what act or omissions amount to a confirmation, is one which would require too much space, and is in its nature too nice to be capable of proper discussion in a work of this kind.

The exception to the rule permitting an infant to repudiate contracts made by him, is the case where the promise or agreement is for necessaries.

In regard to the age of majority in this state, see the statutory

provision below cited, under head of MISCELLANEOUS PRO

VISIONS.

In regard to the power of married women to contract, see title, HUSBAND AND WIFE.

Fraud vitiates and annuls all contracts which are tainted by it, and the party guilty of the fraud cannot enforce the contract; nor can he, on the other hand, himself avoid it for his own benefit, if it is sought to be enforced by the other party. Even one who executes a fraudulent bill of sale to a third person, with intent to defraud his creditors, cannot set the bill aside, though the creditors may do so.

II. STATUTORY PROVISIONS.

1. Every contract for the leasing for a longer period than one year, or for the sale of any lands or any interest in lands, shall be void, unless the contract, or some note or memorandum thereof expressing the consideration, be in writing, and be subscribed by the party by whom the lease or sale is to be made.

2. Every instrument required to be subscribed by any person, under the last section, may be subscribed by the agent of such party, lawfully authorized.1

3. In the following cases every agreement shall be void, unless such agreement, or some note or memorandum thereof expressing the consideration be in writing, and subscribed by the party charged therewith: 1. Every agreement that by the terms is not to be performed within one year from the making thereof. 2. Every special promise to answer for the debt, default or miscarriage of another. 3. Every agreement, promise or undertaking made upon consideration of marriage, except mutual promises to marry.

4. Every contract for the sale of any goods, chattels or things in action, for the price of two hundred dollars or over, shall be void, unless: 1. A note or memorandum of such contract be made in writing, and be subscribed by the parties to be charged

1 Wood's Dig. arts. 396, 897. In article 898 it is declared, that the provisions contained in the chapter of which those above cited form a part, "shall not be construed to abridge the powers of courts to compel the specific performance of agreements in cases of part performance of such agreements.

therewith; or, 2. Unless the buyer shall accept or receive part of such goods, or the evidences, or some of them, of such things in action; or, 3. Unless the buyer shall at the time pay some part of the purchase money.

5. Whenever goods shall be sold at auction, and the auctioneer shall, at the time of sale, enter in a sale-book a memorandum, specifying the nature and price of the property sold, the terms of the sale, the name of the purchaser, and the name of the person on whose account the sale is made, such memorandum shall be deemed a note of the contract of sale within the meaning of the last section.

6. Every sale made by a vendor of goods and chattels in his possession, or under his control, and every assignment of goods and chattels, unless the same be accompanied by an immediate delivery, and be followed by an actual and continued change of possession of things sold or assigned, shall be conclusive evidence of fraud as against the creditors of the vendor, or the creditors of the person making such assignment, or subsequent purchasers in good faith.

7. Every instrument required by any of the foregoing provisions to be subscribed by any party, may be subscribed by the lawful agent of such party.

8. The term "lands," as used in the foregoing statutory provisions, is to be construed as coextensive in meaning with lands, tenements and hereditaments, and the terms "estate and interest in lands," are to be construed to embrace every estate and interest, present and future, vested and contingent, in lands, as above defined.

OF CERTAIN CONTRACTS, IN WHICH OFFICERS ARE PROHIBITED FROM 1 BEING INTERESTED.'

1. It shall not be lawful for any officer of state or member of legislature, alderman, or member of the common council of any city in this state, or for the trustees of any city, town or village, or for the supervisor of any county, to become a contractor under any contract or order for supplies authorized by or for the state, or any department thereof, or the legislature, or either branch

1 Wood's Dig. p. 568, art. 2894-5.

thereof, or by or for the aldermen or common council, board of trustees, or board of county supervisors of which he is a member, or to be in any manner interested directly or indirectly as principal in any such contract.

2. It shall not be lawful for any town, city, county or state officer, or member of the legislature, to be interested in any contract made by such officer or legislature of which he is a member; or be a purchaser, or be interested in any purchase at any sale made by such officer, or a seller at any purchase made by such officer in the discharge of his official duties.

3. All contracts made in violation of the provisions of the first and second sections of this act may be declared void at the instance of the city, town or village, or county interested, or of any other party interested in such contract, except the officers prohibited in said sections from making or being interested in such

contract.

4. Any person violating the provisions of this act, directly or indirectly, shall forfeit his office, and shall be punished by fine not less than five hundred nor more than five thousand dollars, or by imprisonment in the county jail for not more than six months, or both.

PUNISHMENT OF CERTAIN FRAUDULENT CONTRACTS.1

1. If any debtor shall fraudulently remove his property or effects out of this state, or shall fraudulently sell, convey, or assign or conceal his property or effects, with intent to defraud, hinder or delay his creditors of their just rights, claims or demands, he shall, on conviction, be punished by imprisonment in the county jail for any term not exceeding one year, or by fine not exceeding five thousand dollars, or by both fine and impris

onment.

2. Any person against whom an action is pending, or against whom a judgment has been rendered for the recovery of any personal property or effects, who shall fraudulently conceal, sell, or dispose of such property or effects, with intent to hinder, delay or defraud the person bringing such action, or recovering such judgment, or shall with such intent remove such property

1 Wood's Dig. p. 850, art. 1995-6.

or effects beyond the limits of the county in which it may be at the time of the commencement of such actions, or the rendering of such judgment, shall, on conviction, be punished as provided in the above section.

OF THE TIME WITHIN WHICH ACTIONS UPON CONTRACTS MAY BE BROUGHT.

The statute of this state in reference to the limitation of the time for bringing civil actions, provides as follows:'

1. The people of this state will not sue any person for or in respect to any real property, or the issues or profits thereof, by reason of the right or title of the people to the same, unless: 1. Such right or title shall have accrued within ten years before any action or other proceeding for the same shall be commenced, or unless, 2. The people, or those from whom they claim, shall have received the rents and profits of such real property, or serve part thereof, within the space of ten years.

2. No action shall be brought for or in respect to real property by any person claiming by virtue of letters patent, or grants from this state, unless the same might have been commenced by the people, as above specified, in case such patent or grant had not been issued or made.

3. When letters patent or grants of real property shall have been issued or made by the people of this state, and the same shall be declared void by the determination of a competent court, rendered upon an allegation of a fraudulent suggestion, or concealment, or forfeiture, or mistake, or ignorance of a material fact, or wrongful detaining, or defective title, in such case an action for the recovery of the premises so conveyed may be brought, either by the people of this state, or by any subsequent patentee or grantee, of the same premises, his heirs, or assigns, within five years after such determination was made, but not after that period.

6. No action for the recovery of real property, or for the recovery of the possession thereof, shall be maintained, unless it appear that the plaintiff, his ancestor, predecessor or grantor,

1 Wood's Dig. p. 45.