at the time of signature, or by reference. Thus, if documents are pinned together it is enough.19 So a letter and the envelope in which it was sent may be taken together and the envelope used to show the name of the person to whom the letter was addressed when that name did not appear in the letter itself.20 So a memorandum in a book which does not contain the name of the seller is sufficiently connected with a leather cover upon which the seller's name is stamped, to allow the name to be treated as part of the memorandum.21 So a writing indorsed upon the back of another may be taken as part of it.22 A more extreme case is suggested in an English decision; 23 a signature to one of several sheets which are together at the time but not in any way united. It seems doubtful whether both papers could be used in such a case, though if both sheets were put in one envelope possibly that would be a sufficient connection between them.

19 Tallman v. Franklin, 14 N. Y. 584 (land). See also Busch v. Hart, 62 Ark. 330, 35 S. W. 534 (written contract not within statute).

20 Pearce v. Gardner, [1897] 1 Q. B. 688. In Coe v. Tough, 116 N. Y. 273, however, where two documents were put in the same envelope the court, though holding the papers could be read together because of reference of one to the other, did not mention the inclusion of the papers in the same envelope as a reason for its holding. 21 Jones v. Joyner, 82 L. T. (N. S.) 768.

22 Jelks v. Barrett, 52 Miss. 315 (land). See also Gage v. Cameron, 212 Ill. 146, 172, 72 N. E. 204. The contrary was decided in Wilstach v. Heyd, 122 Ind. 574, 23 N. E. 963, following Ridgway v. Ingram, 50 Ind. 145, 19 Am. Rep. 706. In these Indiana cases the face of the memorandum contained no description of the property, but a description was indorsed on the back. This was held insufficient on the ground that an indorsement was no better than a separate paper, and if it contained no reference to the face could not be used.

The decisions seem clearly wrong. Of course, if a signed indorsement refer to the face of the document there can be no difficulty in reading the two together. Flowers v. Steiner, 108 Ala. 440, 19 So. 321 (contract of married woman); Thomas v. Drennen, 112 Ala. 670, 20 So. 848 (land); Corning v. Loomis, 111 Mich. 23, 69 N. W. 85 (land); Tunstall v. Cobb, 109 N. C. 316, 14 S. E. 28 (land).

23 Kenworthy v. Schofield, 2 B. & C. 945. "It occurred to me at first that this might be likened to the case of a will consisting of several detached sheets, when a signature of the last, the whole being on the table at the time, would be considered a signing of the whole; but there the sheet signed is a part of the whole." The case decided that the signature of an auctioneer in his book was not sufficiently connected with the conditions of the sale contained in another document, and being in the same room, since there was no reference in the book to the memorandum. See contra (erroneously), McBrayer v. Cohen, 92 Ky. 479, 18 S. W. 123.

§ 581. Separate documents-Incorporation by reference.

Where there are several documents not physically attached to each other, it may be supposed either that all the documents which it is desired to use are signed by the party to be charged or that some are unsigned by him. In the former case the rule seems to be that all the papers which show by their contents a connection with the bargain sought to be enforced may be taken together though the writings do not refer to each other. 24 Parol evidence is not admissible, however, to show that even signed writings relate to the same transaction.25 Where some of the papers which it is sought to include are unsigned, it is sometimes said that one paper must refer to the other, or that there must be mutual reference, 26 but this is inaccurate. What is essential is that the signature of the party to be charged shall authenticate the whole of the writing. It is, therefore, necessary to incorporate all the documents into a writing signed by him. It will not be enough to incorporate all into an unsigned writing, or into a writing signed by the plaintiff and, consequently, it is insufficient and immaterial that such a writing refers to a writing signed by the defendant. What is necessary, then, is that a writing so signed refer to all writings not so signed that are sought to be made a part of the memorandum.27 It is not important in what language, reference is

24 Studds v. Watson, 28 Ch. D. 305 (land); Oliver v. Hunting, 44 Ch. D. 205 (land); Brewer v. Horst-Lachmund Co., 127 Cal. 643, 60 Pac. 418, 50 L. R. A. 240 (goods); Biest v. Versteeg Shoe Co., 97 Mo. App. 137, 156, 70 S. W. 1081 (contract not to be performed within a year); Boeckeler v. McGowan, 12 Mo. App. 507 (land); Marks v. Cowdin, 226 N. Y. 138, 123 N. E. 139; Levin v. Dietz, 48 N. Y. Misc. 593, 96 N. Y. S. 468; Thayer v. Luce, 22 Ohio St. 62 (land); Browne, Statute of Frauds, § 348.

25 Jacob v. Kirk, 2 M. & R. 221 (goods); Potter v. Peters, 64 L. J. Ch. (N. S.) 357 (land); Rahm v. Klerner, 99 Va. 10, 37 S. E. 292 (contract not to be performed within a year).

26 Thomas J. Baird Inv. Co. v. Harris, 209 Fed. 291, 295, 126 C. C. A. 217 (land); Devine v. Warner, 76 Conn. 229, 56 Atl. 562.

27 Dewar v. Mintoft, [1912] 2 K. B. 373; Thomas J. Baird Inv. Co. v. Harris, 209 Fed. 291, 295, 126 C. C. A. 217; Weymouth v. Goodwin, 105 Me. 510, 75 Atl. 61; Wilkinson v. Taylor Mfg. Co., 67 Miss. 231, 7 So. 356; Donovan v. Schoenhofen Brewing Co., 92 Mo. App. 341, 348; Johnson v. Buck, 35 N. J. L. 338, 10 Am. Rep. 243; Coe v. Tough, 116 N. Y. 273, 277, 22 N. E. 550; Thayer v. Luce, 22 Ohio St. 62. The case last cited was a suit for specific performance of a contract to sell land. The original memorandum contained no description of the property, and the plaintiff relied also

made; it is certainly enough if a plain reference is made by a document signed by the party to be charged, whatever its nature, to any other writing.28 What certainty of reference is necessary, and how far parol evidence may be used to identify a document referred to in a signed writing, present questions entirely analogous to those discussed previously in regard to the necessary certainty of description of the parties, subject-matter, and terms of the contract. While ocasionally expressions may be found that parol evidence is not admissible to identify a document so referred to, this is erroneous both on

principle and authority. It has been decided 31 that a reference to a paper hereafter to be made was sufficient to incorporate the paper when thereafter made before the bringing of the action. It may be doubted, however, whether the court so deciding did not place its decision upon too broad a ground. Certainly a memorandum signed by the party to be charged to this effect: "I, A, will sell B the goods we may write on a paper to-morrow, at the prices we shall thereto affix," should not be good. Assuming the subsequent paper to be made, it is not authenticated by the signature of A, and this is a requirement of the statute.32 It should be further noticed that even if a

signed paper does refer to an unsigned paper it may do so in such a way as will not incorporate the contents of the latter under the signature of the former. Thus A's letter may refer

to B's which contains an accurate statement of the contract, but if A's letter repudiates B's statement of the contract A has certainly not signed a memorandum which will bind him. To have this effect, A's letter must not only refer to B's, but by implication at least indicate assent to the accuracy of B's statement.33 It may be supposed, however, that the statement in B's letter is inaccurate, and a correction of it in A's reply is in accordance with the facts. Here A's letter is a sufficient memorandum to charge him and such statements in B's letter as A did not contradict in his reply will be incorporated in the reply.34

§ 582. Separate documents-Incorporation by necessary in

ference.

Until comparatively recently the authorities did not extend the right to make out a memorandum from separate documents, some of which were unsigned by the defendant, beyond the case of reference by a document so signed to one not so signed. Both in England and in the United States, however, an extension has been made by some decisions. The basis of these decisions is either that the documents on being placed together necessarily indicate that they relate to the same transaction, or

referred to a future oral bargain between the plaintiff and a third person. Suppose A. agrees to buy goods of B. at the price which B. has to pay C. for them, or on the same terms and conditions that B. has to make with C. Such a memorandum contains the whole of the bargain between A. and B., and ought to satisfy the Statute of Frauds, irrespective of whether B.'s arrangement with C. was oral or written. In the case just put as well as in the Massachusetts decision, the parties had made a contract and had made a full memorandum of all its terms; there was nothing for further agreement between them. See Bowers

v. Ocean Accident, etc., Corp., 110 N. Y. App. Div. 691, 694, 97 N. Y. S. 485. In the supposititious case put in the text, on the other hand, the parties had not come to a full agreement when the party to be charged signed. In such a case it seems hard to see how the signature, unless newly adopted in some way, can authenticate the subsequent writing.

33 Wilson v. Lewiston Mill Co., 150 N. Y. 314, 44 N. E. 959, 55 Am. St. Rep. 680; Harby v. Wilson (S. Car.), 90 S. E. 183.

34 Willis v. Ellis, 98 Miss. 197, 53 So. 498.