Notice. 1. Notice should be given by the holder or some suitable person authorized to act for him. The notary may do this.

2. Notices must be served on all whom the holder wishes to make responsible for the payment. He may notify all prior parties, or only the immediate indorser, as he may wish. Each indorser should protect his own interests by notifying all parties responsible to him. Indorsers are liable, in order of their respective | indorsements, to each subsequent indorser.

3. Due diligence must be exercised in giving the notice. It is best to give it the same day, but if the dishonor occurs Saturday or immediately preceding a holiday, it will be in time if given the succeeding secular day. Certain obstacles, as war, prevalence of a contagious disease, floods, or act of Providence, will be accepted as legal excuses for want of notice.

4. Any place will do, if given personally. Notice in writing may be left at the place of business or at the house of the person to be notified. When the person resides at a distance he may be notified by a letter properly addressed and mailed to the office where he receives his letters.

5. The notice may be either verbal or written, and any form that clearly conveys the idea intended will be sufficient. The note should be clearly described. It is well described when its maker, payee, date, amount, and time and place of payment are named.

Personal notice must be given when the holder and person to be notified live in the same place, unless the laws of the State do not require it. In New York and many other States written notice properly addressed and mailed is sufficient Notice of Protest. $587.00.

SECOND NATIONAL BANK, Utica, N. Y.,

June 23, 1894. Take notice that the promissory note made by C. M. Taylor for $587 and interest, dated October 2, 1893, payable to your order at this bank, payable this day and indorsed by you, is protested for nonpayment, and the holder, J. B. Morrow, looks to you for the payment thereof, payment of the same having this day been demanded and refused. Respectfully yours, H. K. LONG, Notary Public.

To J. L. BROWNE. The indorser may waive demand of payment, notice of protest, etc., at the time of the indorsement, or even at any time before maturity. The following is the usual form : "I hereby waive demand, protest, and notice of dishonor." (Signed)

Guaranty.-Guaranties are of two kinds, guaranty of payment and guaranty of collection. 1. Guaranty of payment absolutely guarantees that the note shall be paid at maturity 2. Guaranty of collection holds the guarantor after the holder has failed to collect of the maker.

The general rule is that the guarantor is not entitled to demand and notice of protest. The following is the usual form. 66 For value received I hereby guaranty the payment (or collection) of the within note. (Signed) JOHN F. HERRICK. Defenses.-1. Want of consideration, if total, is a perfect defense. If it is only a partial failure it will defeat recovery only to that extent.

2. Obtained through fear or compulsion. The threats and duress must be such as would cause a person of ordinary firmness of mind to apprehend danger to himself, reputation, or property.

3. Fraud. Fraud vitiates all contracts. 4. Obtained by finding or theft. This is no defense against a bona fide and innocent purchaser who obtains the note before maturity and gives a valuable consideration for it.

5. Illegal consideration. A note illegal on its face gives warning to all. A note showing on its face that it called for more than the legal rate of interest would be subject to such defense.

Notes given for debts of honor" are void between original parties, but if indorsed and negotiated, the first indorser would be holden.

Presumptions.-1. The law presumes that the negotiable paper was given for a consideration, whether expressed or not. The contrary must be proven to constitute a defense.

2. The holder is presumed to be the owner. 3. Indorsements and transfers are presumed to be made before the paper became due.

4. The law presumes the holder to have acquired the paper in the usual course of business

5. It is conclusively presumed that the paper means precisely what it says and parol evidence will not be allowed to offset it.

A note given by a lunatic, an intoxicated person or a minor, is void.

A note given by one who cannot write should be witnessed by an uninterested person.

A person receiving a note, knowing it to be defective, has no better title than the person from whom he purchased.

A note as a gift, being without consideration, is voidable.

If the holder of a note extends the time of payment to the maker, his action releases all persons conditionally liable.

In a note containing "we promise," or "we jointly promise," the liability is a joint one, and all must be sued; "we or either of us promise," or "we jointly and severally promise, here the liability is both joint and several and either or all the parties may be sued.

In a note containing “ I promise” and signed by two or more persons, each signer is obligated for the whole amount, and either or all may be sued.

After becoming of age a minor may ratify a note given during his minority.

$793.

FRANK T. MORRISON.

Principal and Surety. NEWARK, N. J., Dec. 28, 1899. Sixty days after date I promise to pay Daniel O'C. Patterson, or order, Seven Hundred and Ninety-three Dollars, with interest, value received. JOHN G. WATTERSON, Principal. T. R. GRAHAM, Security.

Promissory Note Secured by Mortgage..

$1,000. LANSING, MICH., Dec. 1, 1899. One year after date I promise to pay to S. H. Moore One Thousand Dollars at the First National Bank of Lansing, Mich., with interest at the rate of ten per cent. per annum, for value received.

This note is secured by a mortgage of even date herewith, on a certain tract or parcel of land situate (describe the premises).

(Signed) R. S. MARSH.

$3,000.

JOHN C. JENNINGS. WALTER D. CURTIS.

A Joint and Several Note. DETROIT, MICH., Dec. 12, 1899. One year after date we jointly and severally promise to pay E. C. Langworthy, or order, Three Thousand Dollars, value received.

No.

JOHN C. JENNINGS. WALTER D. CURTIS.

A Partnership Note.

BOSTON, MASS., Nov. 26, 1899. One month after date, without grace, we promise to pay to the order of ourselves Two Hundred and Fifty Dollars, at any bank in Boston. JOHNSON & Co., $250. Due Dec. 26, 1899. 209 Temple Place. A Note Payable by Installments.

PHILADELPHIA, PA., April 20, 1899. $3,000. For value received, I promise to pay Smith & Brown, or order, Three Thousand Dollars, in the manner following, viz.: One thousand dollars in one year, one thousand dollars in two years, and one thousand dollars in three years, with interest on all said sums, payable semi-annually, without defalcation or discount. HUGH FAULKNER, 120 Chestnut St.

$5,000.

Sealed Note.

CLEVELAND, O., May 8, 1899. For value received, I promise to pay Smith & Edgar, or order, Five Thousand Dollars, in three years from the date hereof, with interest, payable semi-annually, without defalcation or discount. And in case of default of my payment of the interest or principal aforesaid with punctuality, I hereby empower any attorney-at-law, to be appointed by said Smith & Edgar, or their assigns, to appear in any court which said Smith & Edgar, or their assigns, may select, and commence and prosecute a suit against me on said note, to confess judgment for all and every part of the interest or principal on said note, in the payment of which I may be delinquent.

Witness my hand and seal, this 8th day of June, A. D. 1899. JOHN DREW. [SEAL.]

Attest, GEORGE WHITE.

Contracts.-A contract is "an agreement for a suitable consideration to do or not to do a certain thing."

1. The

The essentials of a contract are: Parties; 2. Consideration; 3. Subject-matter; 4. Asssent; 5. Time. These are essential and the other elements are those that give to the contract its particular character.

1. The Parties. The parties must be competent. A contract with a minor is not binding upon him for anything except necessaries, though he may hold the other party to a strict accounting. What constitute necessaries would depend upon the age, the rank, and fortune of the minor.

2. Consideration.-No contract is valid without a sufficient consideration. Consideration may be divided; as (A) VALUABLE; (B) GOOD; (C) INsufficient.

(A) VALUABLE CONSIDERATION is usually expressed by money or is convertible into money.

(B) A GOOD CONSIDERATION is founded on love, affection or gratitude. It will be accepted as consideration for a contract already performed, but is not good for contracts to be performed some time in the future. As a gift already made but not holding for one promised.

(C) INSUFFICIENT CONSIDERATION may be classed, as (D) GRATUITOUS; (E) ILLEGAL; (F) IMPOSSIBLE; (G) MORAL.

GRATUITOUS.-A contract based on a promise wholly gratuitous is void for want of consideration. Examples: Public subscriptions, charities, etc.

ILLEGAL.- -A contract with an illegal consideration is void. A contract to commit, conceal, or compound a crime is void. Either party may avoid the contract where the consideration is illegal.

IMPOSSIBLE.-If the consideration is impossible the contract is void. The law compels no one to perform impossibilities. That the consideration was difficult would not be an

anywhere, whether the time be limited or not, is invalid. An agreement in partial restraint of trade, if confined within reasonable bounds, or to certain persons and given for a sufficient consideration, would be valid.

A doctor might sell his practice and agree not to practice within a certain number of miles of the place. If given for a valuable consideration, the contract would be valid. The court would decide the reasonableness of the limitation.

Contracts in general restraint of marriage are void, because against public policy. A contract not to marry a particular person would be valid. A contract not to marry until of a suitable or reasonable age is valid. The condition that a widow shall forfeit certain portions of her deceased husband's estate if she marry again may be valid, if she accepted it under those conditions.

Fraud vitiates any contract if the innocent party so wishes, otherwise the other party may be held. A contract that operates as a fraud on third parties is void. Examples: Fraudulent assignments; fraudulent sales; perversion of insolvent laws.

"Fraud consists in the employment of any kind of cunning, deception, artifice, or concealment to cheat, circumvent, or deceive another in a business matter." If both parties are equally guilty, neither has usually any redress at law. If one party is more innocent, the reverse is true. The innocent party may many times hold the other if he chooses, or himself refuse to be bound by the contract. The guilty party cannot avoid the contract on account of his own fraud if the contract is already executed.

4. Assent. There can be no contract valid and binding, unless the parties assent to the same thing and in the same sense. There must be a proposition by one party and an acceptance by the other.

If the proposition and acceptance are made by mail, the contract is presumed to be completed as soon as the acceptance is mailed, and even a telegram countermanding it before the letter was received need not necessarily be allowed to avoid it.

5. Time.-Time enters into the contract as an essential element and is either expressed or implied. Something to be done between two certain days is not performed if done on either of those days. If the day for performance falls upon Sunday, the performing party has the privilege of performing on the next secular day. Statute of Frauds.-By the Statute of Frauds," which has been adopted by most States, certain contracts must be in writing. The following are those adopted by New York

and most other States: "Every contract for the leasing of 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 made. Annual crops resulting from cultivation, if the price is less than fifty dollars, do not come within the meaning of the statute; as corn, wheat, oats, potatoes, etc.

In the following cases every agreement shall be void unless such agreement, or some note or memorandum thereof, be in writing and subscribed by the party to be charged therewith:

1. Every agreement that, by its 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 chattels, goods, or things in action, for the price of fifty dollars or more shall be void unless,

"First, A note or memorandum of such contract be made in writing and subscribed by the parties to be charged thereby; or,

"Second, Unless the buyer shall accept and receive part of such goods or the evidences, or some of them, of such things in action; or, “Third, Unless the buyer shall, at the time, pay some part of the purchase money."

In addition to being written, there must be a consideration in the contracts, as above, either express or implied.

"A party to a contract is not bound until he yields a full, free, and intelligent assent of its terms." "An offer made may be retracted any time before its acceptance."

A competent party making contract with a minor cannot hold the minor, except as before noted, but the minor can sue and recover for the nonperformance of the other party.

Contracts required to be in writing by the "Statute of Frauds," hold only the party signing if but one signs. The other has it at his option.

Damages. "Perform your contract or pay damages." The law cannot compel the performance of a contract; it only knows a money remedy for nonperformance. In a contract for personal service which cannot well be filled by another, the sickness of the promising party will excuse nonperformance.

A court of equity may compel the performance of certain agreements: as the conveyance of real estate.

Construction. The following rules are observed in the interpretation of contracts:

1. INTENTION. The first care is to give effect to the intention of the parties so far as the intention was mutual and legal.

2. MEANING OF TERMS. The terms of a contract are to be interpreted according to their usual meaning, if that seems to satisfy the intention of the parties. Technical words are interpreted according to their use in the pro- | fession, or the trade to which they belong.

Interpretation. - Certain contracts are expounded according to the usage or custom of trade when needed to explain the meaning of peculiar terms. The law of place would also enter as a factor; if the custom of the place where the contract was made differed from other places, that would give a different meaning to its terms.

The interpretation is made upon the whole contract and not upon its parts. The object of the parties is to be gathered from the whole instrument, and one clause will be interpreted by another.

Wherever one portion cannot be reconciled with the obvious intention of the parties, it will be expunged. "Effect will be given to

the whole intention."

.....

That I,

Know all men by these presents: A. B., of . . , in consideration of . and other good and valuable considerations to me in hand paid by A. C., of . . . . . ., have remised, released and forever discharged, and by these presents do, for me, my heirs, executors and administrators, remise, release, and forever discharge said A. C., his heirs, executors, and administrators, of and from all and all manner of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law or equity, which against the said A. B. I ever had, now have, or which I, my heirs, my executors and administrators hereafter can, shall, or may have, for, upon or by reason of any matter, cause or thing whatsoever (or by reason of . ), from the beginning of the world to the day of the date of these presents.

In witness whereof, I have hereunto set my hand and seal, this . . . . . . day of . . . . A. D. 189 ..

A. B., in consideration of two hundred bushels of wheat, sold to him this day by the said B. E., free of all charges or expenses, whatsoever, at. on or before. shall and will pay or cause to be paid to the said B. E., or his assigns, upon such delivery, the sum of . . . . . . dollars.

And the said B. E., in consideration of the agreement aforesaid of the said A. B., doth promise and agree, on or before the said . . . at his own expense, to send in and deliver to the said A. B., or his assigns, the said two hundred bushels of wheat so sold to him as aforesaid, and the said B. E. shall and will warrant the same to be good, clean, and merchantable grain.

In witness whereof, the said parties have hereunto set their hands the day and year first above written.

In presence of C. D. Lease of House.—I, hereby lease to term of the dwelling house (describe it) with its appurtenances, for the yearly rent of.. to be paid Said.

.....

, agrees to pay said. said rents at the times above specified and to surrender the premises at the expiration of the term, in as good condition as reasonable use will allow, fire and unavoidable accidents excepted.

In witness whereof, the said parties have hereunto set their hands this. of A. D. 189 .. (Signed) (Signed)

General Form of Contract.-Memorandum of an agreement made this. day of in the year 189.., between A. B., of as first party, and B. C.; of second party,

as

That the said first party here(Here insert first

Witnesseth: by agrees to, etc., party's obligations.)

.....

In consideration of the above being faithfully kept and performed by the said first party, the said second party, etc. (Here insert second party's obligations.)

In witness whereof, we have hereunto set our hands and seals the day and year first above written.

Signed and delivered in the presence of D. E. Memorandum of Sale. It is agreed by and between A. B. and B. E., of, etc., that said

A. B.

B. C.

A seal on an instrument is usually conclusive proof that it was given for a consideration,