should mean one hundred inches, or that Bunker Hill Monument should signify the Old South Church." It should be added that though a private convention is not competent to change the meaning of five hundred feet to one hundred inches, or the meaning of Bunker Hill Monument to the Old South Church, the local or technical usage, if different from ordinary or normal usage, may be competent to produce this result. The view expressed by Judge Holmes is undoubtedly that generally held.37 And for the same reason that words "In Wikle v. Johnson Laboratories, 132 Ala. 268, 31 So. 715, 717, the court said: "The Court properly excluded the proposed evidence of the defendant as to what was the agreement or understanding between him and plaintiff with reference to the meaning of the words, 'to be advertised until sold,' contained in the written contract of sale the order executed by defendant. The writing itself, construed with reference to the nature of the transaction and in the light of surrounding circumstances, is the sole evidence of the agreement, and parties cannot be allowed to alter or vary its terms by evidence of a contemporaneous parol agreement or understanding as to the meaning of its language." In Adams v. Turner, 73 Conn. 38, 45, 46 Atl. 247, offer having been made to prove conversations and acts of the parties to show that they attached a peculiar meaning to the words "new and useful improvements" the court said: "It thus appears that the words 'new and useful improvements' in this contract, when read in connection with the rest of it, and without the aid of extrinsic evidence, mean actually existing improvements, and that their meaning in this respect is neither ambiguous nor uncertain. Under such circumstances the evidence extrinsic to the writing, offered to show that the parties attached a different meaning to the words in question than the one expressed in the writing, was properly excluded." The same court in Falletti v. Carrano, 92 Conn. 636, 103 Atl. 753, 754, said: "Where an agreement in writing is expressed in technical or incomplete terms, parol evidence is admissible to explain that which taken alone would be unintelligible, when such explanation is not inconsistent with the written terms of the instrument. Thus, if the language of the instrument is applicable to several persons, to several parcels of land, to several species of goods, to several monuments or boundaries, to several writings, or the terms be vague and general, or have diverse meanings, as 'household furniture,' 'stock,' 'freight,' 'factory prices,' and the like, in all these and the like cases parol evidence is admissible of any extrinsic circumstances tending to show what person or persons, or what things, were intended by the party, or to ascertain the meaning in any other respect." In the contract in suit in Cooper v. Cleghorn, 50 Wis. 1 3, 123, 6 N. W. 491, "plaintiffs agreed to furnish 'four runs best quality of four-foot old stock French burr millstones, faced and furrowed.' Such stones were actually furnished, but the defendants sought to show by parol that, from conversation with one of the plaintiffs prior to the execution of the contract, they were led to suppose that stones which cannot be given a meaning peculiar to the parties, a sign which the parties agree upon as meaning something but which is meaningless to others, will not be treated as a written agreement "An 'indecipherable scrawl' does not constitute a contract. When the parties undertake to put their agreement in writing and express its crucial terms by characters or symbols so illegible that the tribunal established to try the facts cannot determine the signification of that which is on the paper, then no contract in writing has been made." 38 were 'faced and furrowed' would be in a condition for immediate use-that is to say, would be dressed; whereas it was necessary to expend $500 in rendering them fit to use. It clearly appeared that the words 'faced and furrowed,' among millers, did not imply that the stones would be dressed and in a condition to use. It is evident that the defendants sought to add to and vary the written contract by showing previous negotiations and understanding of the parties as to the meaning of the words 'faced and furrowed.' This evidence was inadmissible." Broom's Legal Maxims (8th Eng. ed.), 460, sums up the matter thus: "In some cases indeed it is possible that any construction which the court may adopt may be contrary to the real meaning of the parties; and, if parties make use of such uncertain terms in their contracts, the safest way is to go by the grammatical construction." Cf., however, Buckbee v. Hohenadel, Jr., Co., 224 Fed. 14, 26, 139 C. C. A. 478, where the subject-matter of two contracts was named "Chicago Pickle" in one and "Improved Chicago Pickling" in the other. The court said: "The plaintiff for support of its contention that both were used alike to designate 'Westerfield Chicago Pickle' an old and well-known variety 'especially desirable for pickling purposes' introduced (as heretofore) various seedmen who testified that the names were so used and known in the trade. This testimony was controverted, but, irrespective of such disagreement, we understand the alleged usage to constitute circumstantial evidence only of the meaning of the uncertain terms employed in the writing; that, although uniform usage may have strong probative force in the issue of fact thus raised, other circumstances attending the making are equally admissible to ascertain the mutual intention of the parties "therein." The defendant offered proof that the variety tendered for purchase by him was 'Haskell' seed described with certainty; that he then quoted the 'Westerfield' variety at 85 cents per pound, and the 'Haskell' at 70 cents per pound, as optional for purchase; that the plaintiff selected the 'Haskell' tender accordingly for purchase; that they then adopted, as designation for the seed so purchased, the arbitrary name 'Improved Chicago Pickling,' as theretofore applied by the defendant; that 'the witness knew of no other strain or variety or kind of cucumber seed that was being sold under' such name; and that the name was so 'inserted in the contract by Mr. Hohenadel.' We are of opinion that the testimony thus offered was admissible for submission upon the abovedefined issue, and that error is well assigned for its rejection." 38 Aradalou v. New York &c. R., 225 Mass. 235, 114 N. E. 297, 299. § 612. Codes and abbreviations. It may be suggested that if the code language used by the parties has no meaning either normally or locally a different result should be reached from that appropriate in a case where the words used apparently had a clear significance which the code of the parties contradicted. But even in such a case it seems true at least that the Statute of Frauds would not be satisfied.39 If the contract was in writing, but not required to be by the Statute of Frauds, whether the parol evidence rule would invalidate it is more open to question.40 Frequently in written contracts abbreviations are used which are only intelligible to those engaged in a particular business. Parol evidence is admissible to show the special meaning that such abbreviations had, under the circumstances, surrounding the making of the contract. This is true though the contract is within the Statute of Frauds. 42 Even if an abbreviation was in fact not understood by one party, yet if the abbreviation was in such common use under similar circumstances that either party was justified in assuming knowledge by the other, it would seem that the local meaning of the abbreviation could be shown.43 Wigmore strongly argues for the universal rec 39 See supra, § 576. 40 In Carland v. Western Union Telegraph Co., 118 Mich. 369, 76 N. W. 762, 43 L. R. A. 280, 74 Am. St. Rep. 394, the plaintiff sent a telegram reading "Buy 3 May." He was allowed to testify in an action against the Telegraph Company for failure to deliver the message that the dispatch meant "Buy 3000 bushels of May wheat." The court intimated that the question would have been different had the Statute of Frauds been involved. See also Western Union Telegraph Co. v. Collins, 45 Kans. 88, 25 Pac. 187, 10 L. R. A. 515. 41 Mouton v. Louisville & N. Railway Co., 128 Ala. 537, 29 So. 602 ("K. D. and released"); Berry v. Kowalsky, 95 Cal. 134, 27 Pac. 286, 30 Pac. 202, 29 Am. St. Rep. 101 ("S. 87 Wheat"); Wilson v. Coleman, 81 Ga. 297, 6 S. E. 693 (C. L. R. P. oats); Savannah, etc., Ry. Co. v. Collins, 77 Ga. 376, 3 S. E. 416, 4 Am. St. Rep. 87; Penn Tobacco Co. v. Leman, 109 Ga. 428, 34 S. E. 679; Conestoga Cigar Co. v. Finke, 144 Pa. 159, 22 Atl. 868, 13 L. R. A. 438. 42 See supra, § 576. 43 It has been held that the meaning of an abbreviation where there is no such justifiable belief in its intelligibility cannot be shown. Rosenfeld v. Peoria D. & E. Ry. Co., 103 Ind. 121, 2 N. E. 344, 53 Am. Rep. 500. "L. & O. Ex. $20. R. R. val." was not allowed to be explained as meaning "Leaks and outs excepted $20 R. R. valuation," without proof that the shipper knew the meaning of the abbreviation. It seems open to argument, however, that one who accepts a contract written in a language which ognition of a purely mutual standard, and in defending this standard as that which should be applied, he says: 44 "Chief Justice Tindal, in his apprehensions that under any other rule 'no lawyer would be safe in advising upon the construction of a written instrument, nor any party in taking under it,' 45 apparently assumes that under the traditional rule an ideal facility and certainty of interpretation can be had." No such assumption, however, is necessary in order to lead one to prefer a narrower standard than that of the understanding of the parties themselves. By the narrower standard, a facility and certainty of interpretation is obtained, which though not ideal is so much greater than is obtainable under the view favored by Wigmore as to be more than an adequate compensation for the slight restriction put upon the power to grant and contract according to words defined merely by a mutual standard. The principle is often expressed in the statement that direct evidence of intention is inadmissible. But the rule is not one of evidence but of substantive law. If actual intention were of legal importance, there is no reason why evidence of the intention should not be admitted. That the rule is one of substantive law and not of evidence is clear from the fact that an admission by both parties to a contract that they meant something different from what the contract states when interpreted according to the standard adopted by the law, is ineffectual to change the meaning of the writing.46 An admission he does not understand, whether that language is French or shorthand abbreviations, should inform himself as to the meaning of the language, and will be bound by the proper meaning thereof if there is a proper meaning, if he fails to make the necessary inquiry. In the Indiana decision the court seemed to assume that the abbreviations in question had no meaning in the absence of a mutual understanding between the parties, and further that the abbreviations if interpreted as claimed contradicted clear language in the bill of lading in question. 44 Wigmore on Evidence, § 2462. 45 Attorney General v. Shore, 11 Sim. 592, 631. 46 Therefore a plea setting up a different intent from that which the writing expresses is demurrable. Langley v. Owens, 52 Fla. 302, 42 So. 457. See also cases cited infra, § 623, to the effect that the construction put by the acts of the parties themselves upon a contract will not change the construction of it if that is unambiguous. The acts of the parties are an admission of their understanding, and these decisions necessarily hold such an admission relates to an immaterial fact. is a waiver of proof, and if a fact is of legal importance, it may always be established by waiver of proof. Since in this case the waiver is ineffectual, the inference is plain that the actual intention of the parties is of no legal consequence. § 613. Meaning peculiar to the parties may be given to words if the words appropriately express that meaning. If words are used by the parties in a special sense even though this meaning is not fully defined, it may be shown provided the words actually used are appropriate under the local standard to express that sense. "John Smith" in a writing means a particular John Smith whom the parties intended. "Blackacre" means a particular Blackacre. The names used are accurate designations, not simply according to the individual standard but under either the local or normal standard. The infirmity of language which uses the same symbol for different things, alone creates a difficulty. The user of the symbol may properly say "this is no special convention of mine, the symbol I use is the normal and proper one to express my meaning, therefore it is the symbol of that meaning." 47 It is sometimes supposed that this principle is confined to proper names, but this seems erroneous. An "advertising chart" may be both as accurate and as ambiguous a term as "John Smith." A "business card" may similarly mean one of several cards; and there seems no more reason for requiring one who uses the term "business card" when dealing with another who understands what business card he refers to, to define by further description the particular business card he has in mind than to make the same requirement of one who uses the words "John Smith," "Blackacre," or "Peerless." 48 47 The Theory of Legal Interpretation by O. W. Holmes, 12 Harv. L. Rev. 417, 418. 48 In Stoopes v. Smith, 100 Mass. 63, 97 Am. Dec. 76, 1 Am. Rep. 85, the defendant contracted for the insertion of his business ard in 200 copies of the plaintiff's "advertising chart." On being sued for the agreed price, the defendant offered to prove that the advertising chart meant a chart of cloth to be publicly posted near Worcester and that no such chart had been made and posted. The evidence was held admissible, Wells, J., saying: "The purpose of all such evidence is, to ascertain in what sense the parties themselves used the ambiguous terms in the writing which set forth their contract. If the previous negotiations make it manifest in what sense they understood and used those terms, they furnish the |