gage to that extent a chattel mortgage, and that, not being filed with the city clerk, it was void as to the execution creditor, whose claim arose after the execution of the mortgage.

These claims are contested by the appellant, and he asserts further that the execution creditor should be required to collect its debt from one Hart. This contention calls for a further statement of fact. The evidence shows that in the spring of 1893 the Buckley & Douglas Lumber Company declined to extend further credit to the electric company without Mr. Hart, its president, "would see that they would get their pay, or become responsible; that, in order to keep the institution running, Mr. Hart verbally agreed that, if the lumber company would keep on furnishing the fuel to run the institution, he would see that they were paid, or that they did not lose anything." About the time the foreclosure proceedings began, Hart told the lumber company to proceed to collect its claim against the electric company, to avoid loss by reason of his promise or guaranty. This was upon demand of payment made by the lumber company upon him. There is reason to believe from the evidence that Mr. Hart will pay according to his promise, if the amount is not collected from the electric company. It is claimed that the action was brought for the benefit of Hart, and that, as between him and the bondholders, equity requires that Hart should pay the debt, especially as the record of the trust deed was deferred until April 4, 1893, by Hart himself.

We cannot agree with counsel for the appellant that the record of a mortgage of real estate in the office of the register of deeds is notice to the world of the mortgage of chattels included in the same instrument, as it is not the place provided by law for obtaining such notice, and it cannot be supposed that interested parties will look there

for such mortgages. pose not declared by statute." Burton v. Martz, 38 Mich. 762. We think, however, that the term "apparatus" in the mortgage is broad enough to include the lamps, and to that extent it was good as a mortgage of chattels; but, not being filed, it was void under the statute, as against the claim of the execution creditor, who is not shown to have known of its existence when credit is given. See Watson v. Mead, 98 Mich. 330, and cases cited. The evidence is clear that payments were regularly applied upon the earlier purchases of fuel.

"A record is not notice for any pur

The evidence shows that Hart made an oral promise in the nature of a guaranty. If this promise was intended to apply to subsequent transactions, it was still within the statute of frauds. He has not performed it, and if he should choose to make that defense to an action it would certainly be good. In his testimony he intimates that he will keep his promise. But this does not strengthen the promise any. It is still an oral promise to answer for the debt of another. Should the petitioner be defeated in this proceeding, and the lumber company should bring its action. against Hart, certain defeat would follow if Hart should see fit to defend and the case should depend upon the evidence given in this record. The result would be that the company would, to use a homely expression, "fall between two stools." It is urged that credit was given to Hart, instead of the electric light company, and that, therefore, the promise was not within the statute; but we think that the evidence shows otherwise. In this view of the case it is manifest that Hart's alleged delay in recording and filing the deed of trust cuts no figure, for the lumber company is in no way chargeable with complicity. The order of the circuit court in chancery will be affirmed, with costs.

The other Justices concurred.

.

GEORGE W. DE JONGE V. FRANK HUNT.

Contract-Offer-Acceptance.

An owner of land in Michigan, who resided in Iowa, offered, by letter, to sell the land to a resident of the city in which it was situated for $500 cash, net. And it is held that this meant the payment of the purchase price to the offerer at his place of residence in Iowa, and that an acceptance by letter of the offer as to price, coupled with a request that the deed be sent to a third person in the city where the offeree resided, and a statement that the offeree would pay for the land there, if it was the same to the offerer, but, if he had any objections, he could do differently, is not such an unqualified acceptance of the offer as to complete a contract for the sale of the land.

Error to Kent. (Grove, J.) Submitted on briefs October 31, 1894. Decided December 18, 1894.

Assumpsit. Plaintiff brings error.

are stated in the opinion.

Affirmed. The facts

Martin Rozema (C. O. Smedley, of counsel), for appellant. Wesselius & Corbitt, for defendant.

GRANT, J. The following facts were found by the court:

"The plaintiff resides in the city of Grand Rapids, Michigan, and the defendant resides in Sioux City, Iowa. February 3, 1893, the plaintiff received the following letter from the defendant, viz.:

"Friend George:

"As I am disposing of all my property outside of Sioux City, Iowa, if you can net me $1,000 for my two lots and two and onehalf acres, let them go, as I want to get rid of them, and clean up; you to get your commission above that amount. George, you ought to make $500 out of this deal. If not sold within 60 days, I will take it out of the market. Let me hear from you.

"Yours respectfully,

"FRANK HUNT.'

"In response to said letter, on February 4, 1893, plaintiff wrote and mailed a letter to said defendant, stating that he had received his (defendant's) letter of February 1, and that he had made a mistake of the amount of land he had in the city; that the two lots he spoke about, on the West side, I had been selling for him a year before to Mr. Pressburg, and that all the land he had here was two and one-half acres on Fulton street. If he meant that at $500, I thought I could strike a bargain with him, because I wanted to make a shift for myself; and that I would like to hear from him.' In response to this letter, plaintiff received the following:

"'GEORGE DE JONGE,

"SIOUX CITY, IOWA, February 17, 1893.

"Grand Rapids, Mich.

"Dear Sir: In regard to yours of recent date, I forgot that I had sold the two lots you referred to. I believe all I have left now is the two and one-half acres. I will take $500 in cash for it, net.

"Yours respectfully,

"FRANK HUNT.'

"February 21, 1893, plaintiff wrote and mailed a letter in reply to the defendant's letter of the 17th, stating that he accepted his offer, and inclosed a deed of the property to be made out to him, and suggested that to facilitate matters he send the deed back to the Michigan Trust Company, and that he would pay for it there, as they had been doing business that way before, and asking him if it was the same for him to do so; if he had any objections, he could do different.' Plaintiff had bought property of the defendant before this, and they had transacted their business through the Michigan Trust Company. Defendant did not answer the said last-mentioned letter, nor did he convey said land to plaintiff, nor did he write that he wanted the money. Plaintiff was ready and willing to pay the consideration, and called at the office of the Michigan Trust Company for that purpose, within three or four days after he had mailed the said last-mentioned letter, but he did not make an actual tender of the consideration to the defendant. Defendant on the 23d day of February, 1893, sold and conveyed the said property to one Sybrant Wesselius, of Grand Rapids, Michigan, by warranty deed, for $600, which land is described in said deed as follows

[here follows the description], which is the same property referred to in defendant's letters, and which said deed was recorded in the office of the register of deeds for Kent county, Michigan, on the 2d day of March, 1893, in Liber 232 of Deeds, on page 145. Defendant owned no other land in the city of Grand Rapids. If the said defendant

had conveyed the said land to the plaintiff, he could have disposed of said land, and made a profit of $1,000. The value of the said property on February 21, 1893, was $1,500."

Upon these facts, the court found, as the conclusion of law, that the plaintiff was not entitled to recover, and entered judgment for the defendant.

Two questions are presented:

1. Is the contract void, within the statute of frauds, for lack of a description of the land?

2. Did the two letters constitute a valid and binding contract for the sale of the property?

net.

We deem it unnecessary to determine the first question, since the answer to the second is conclusive of the case. In order to complete the contract, it was necessary that the plaintiff should write an unqualified acceptance of the defendant's offer. The offer was to sell for $500 cash, This meant payment to the defendant at his residence in Iowa. The acceptance requested that defendant send the deed to a party in Grand Rapids, with whom the plaintiff would deposit the money on receipt of the deed. It became, therefore, necessary for the defendant to write another letter in order to close the transaction. It was to be a cash transaction, and plaintiff's duty was to remit the money, and pay or tender it to him, within a reasonable time after an unqualified acceptance. A response necessitating delay and further correspondence is not an unqualified acceptance. If it had taken weeks instead of days for letters to pass, certainly the defendant would not have been bound to wait, and notify the pro