signed by them, must have an agreement stamp (q): and a stamp is not rendered unnecessary merely because the memorandum (in itself perfect and signed) does not comprise or profess to give all the terms of the contract (r); as in the case of a written paper signed by an auctioneer, and delivered to the bidder to whom lands were let by auction, containing the description of the lands, the terms and rent, but not the lessor's name (s).

But the instrument must purport to be an agreement; it need not be stamped, if it be merely evidence of something the parties intended to agree to. Therefore a draft agreement for letting premises on lease, indorsed and signed by the parties as follows, "We approve of this draft," does not require a stamp (t). And it is a general rule that a mere written proposal or offer not amounting per se to an agreement (w), and not accepted in writing, need not be stamped. Thus, an estimate in writing of the expense of certain work, not finally acceded to, may be read in evidence in reduction of plaintiff's demand without a stamp (x). And where A. in writing offered to B. to let to him land, upon certain terms mentioned in a former written agreement between himself and another person, and this offer was subsequently verbally accepted by B.; it was held that A.'s written offer was admissible in evidence without a stamp (y). Upon the letting of premises to a tenant a memorandum of agreement was drawn up, the terms of which were read over and assented to by him, and it was then agreed that he should on a future day bring a surety, and sign the agreement; neither of which he ever did it was held that the memorandum was not an agreement, but a mere unaccepted proposal, and that the terms of the letting might therefore be proved by parol evidence (2). And this doctrine was recognised in Hawkins v. Warre (a); where an unstamped and unsigned proposal to let, was received in evidence. In an action by a medical agent or

(q) May v. Smith, 1 Esp. R. 283. Aliter in the case of a mere notice or recital of dissolution, without words of agreement; Jenkins v. Blizard, 1 Stark. R. 418.

(r) See ante, 92, 59.

(s) Ramsbottom v. Mortley, 2 M. & Selw. 445; Ramsbottom v. Tunbridge, id.431; see per Abbott,C. J., in Hawkins v. Warre, 3 B. & C. 697.

(t) Doe d. Lambourne v. Pedgriph,

4 Carr. & P. 312, before Lord Tenterden, C. J.

(u) See as to this, ante, 9, 10, &c. (x) Penn ford v. Hamilton, 1 Stark. R. 475.

(y) Drant v. Brown, 3 B. & C. 665; 5 D. & R. 582, S. C. See Turner v. Power, 7 id. 626.

(2) Doe v. Cartwright, 3 B. & Ald.

326.

(a) 3 B. & C. 690.

broker, it appeared that he had signified, by means of a printed prospectus, the terms upon which he rendered his services. The defendant afterwards applied to him for his services: and at the trial, the prospectus, unstamped, was offered as evidence of the plaintiff's terms. Lord Ellenborough said, "this was a parol contract, adopting the term of a written proposition, previously existing. The prospectus is not evidence of the agreement itself, but had performed its office before the parol agreement was entered into;" and the prospectus was read in evidence (b). It is difficult to reconcile with these authorities the decision in Williams v. Stoughton (c). That was an action by a schoolmaster against a parent for educating his child, and removing such child without giving three months' notice. It appeared that a printed copy of a prospectus, containing the terms of the school, had been delivered by the plaintiff to the defendant, when he agreed to send his child. The plaintiff produced a printed copy of the prospectus, stamped with an agreement stamp. It was objected by the defendant, that this could not be received in evidence, since it was not the identical prospectus which had been delivered to the defendant. The latter prospectus was produced according to a notice from plaintiff. It was then objected, "that even such prospectus, so delivered to defendant, could not be read, since it was unstamped; and the evidence was accordingly rejected."

In Turner v. Power (d), where a parol agreement was made between A. and B., that the former should let, and the latter take, certain premises, upon the terms and conditions contained in a lease of the same premises, granted by A. to a former tenant; it was held, that in an action by A. against B. for rent and non repair, the lease could not be read in evidence, unless duly stamped. It that case, the written document was not a mere proposal, but was an actual lease; and as it was necessary to resort to it and use it as evidence, the Court decided they could not allow it to be read without a stamp. In most of the former cases, the documents proposed to be read were imperfect in themselves as agreements; they were, and purported to be, proposals. And the prospectus of the school seems to fall within the same principle, although the parties, by their parol agreement, referred to and adopted its terms.

(b) Edgar v. Blick, 1 Stark. R. 464. (e) 2 Stark. R. 292.

(d) 7 B. & C. 625; M. & M. 131, S. C.

A mere cognovit in an action (e), or an I. O. U. (ƒ), not containing any terms of agreement, as to pay by instalments, &c., does not require an agreement stamp. Nor need a stamp be attached to a simple admission of the correctness of an account containing various items (g); or a mere acknowledgment of the receipt by way of deposit, &c., of money or bills, to be holden for the party depositing, or to do some act therewith, which by law the receiver, as agent or attorney, &c. would be bound to do (h). Thus a mere acknowledgment of having received money by a bill for a particular purpose," which, when paid, would exonerate the party paying," does not require an agreement stamp; but may be given in evidence if on a receipt stamp (). The plaintiff having deposited money in the hands of the defendant, received from him the following memorandum:-" Mr. T. has left in my hands 2001;" and in an action to recover that money, it was held that no stamp was necessary (k). So in an action for not returning bills deposited with the defendant, the following memorandum, signed by the defendant, was held to be admissible in evidence, though unstamped:" I have in my hands three bills, which amount to 120l. 10s. 6d., which I have to get discounted, or return on demand” (1). And a memorandum in these words :"I have received a bill of exchange, which I hold as your attorney, to recover the value of from the parties, or to make such other arrangement for your benefit, as may appear to me, in my professional character, reasonable and proper," was held to be admissible in evidence without any stamp (m). So a memorandum merely expressing the consent of the indorser of a bill, that time should be given to the acceptor, is not an agreement requiring a stamp (n). Nor does the duty attach on a letter from an agent to his principal, detailing the terms of a sale or purchase effected for him (0), upon a memorandum by which the owner of goods

(e) Ames v. Hill, 2 B. & P. 150; Reardon v. Swaby, 4 East, 188. Sed vide Jay v. Warren, 1 C. & P. 532. (f) Fisher v. Leslie, 1 Esp. R. 426 ; Payne v. Jenkins, 4 C. & P. 324; Israel v. Israel, I Camp. 499.

(g) Wellard v. Moss, 1 Bing. 134. (h) Chitty on Stamps, 121, note. (i) Watkins v. Hewlett, 3 Moore, 211; 1 B. & B. 1, S. C.

(k) Tomkins v Ashley, 6 B. & C. 541; see exception, Bowen v. Fox, 2

M. & R. 167.

(1) Mullett v. Huchison, 7 B. & C. 639; 3 C. & P. 92. S. C.

(m) Langden v. Wilson, 2 M. & R. 10; but see Cutt y. Howard, 3 Stark. R. 3.

(n) Hill v. Johnson, 3 C. & P. 456; see ante, 62.

(0) Josephs v. Pebrer, 1 C. & P. 341; Tomkins v. Savory, 9 B. & C.

704.

on a wharf, authorised the wharfinger to sell them, and pay the proceeds to a third person, in discharge of a named sum due for freight (o).

A mere attornment to a party who succeeds the landlord in title, not containing new terms, may not require a stamp; but where A. was tenant of premises under a lease granted by B., against whom a sequestration issued out of Chancery, and A. then signed the following instrument :-"I hereby attorn and become tenant to C. as sequestrator, and to hold the premises for such time, and on such conditions, as may be subsequently agreed upon;" it was held, that this was a new agreement to become tenant, and required a stamp (p).

In ascertaining what is an agreement within the meaning of the statute, attention must also be directed to this inquiry; viz. what is the primary or leading object or feature of the instru ment. Although an instrument may appear at first sight to be an agreement, yet in its legal character or effect, it may be otherwise. Thus a demise by memorandum in writing not under seal is to be viewed as a lease, not as an agreement, and should be stamped accordingly (q). And although, as we shall shortly notice, a contract for or relating to the sale of goods need not be stamped; yet if the main object of the agreement be the obtaining money upon a pledge of goods, though the sale of them be a subordinate term, the instrument must be stamped (r). So, if a bill of exchange express the terms of an agreement between the parties relative to the sum, an agreement stamp is necessary (s). Upon the same principle, if the primary intention of the parties to an indenture were, that the instrument should be a lease, it should be stamped as such; though as regards the defendant, a third party thereto, it is only a deed with a covenant to pay rent, he being no party to the demise (t).

2nd. OF STAMPS IN CASE OF SEVERAL AGREEMENTS.-Of several stamps upon one instrument:-Of stamping a second agreement, or an agreement referred to by a distinct parol contract.

The stamp act imposes a duty upon each agreement in writing (u); and if there be several distinct contracts, each of 201. value (x), between the same or different parties, upon one paper, there must be a separate stamp on that paper (y) for each agreement. Thus an instrument containing several distinct demises, to different persons, reserving a separate rent from each, must be stamped, according to the aggregate of the stamps required for the several demises (~). The legal construction and effect of such an instrument are, that each party is severally, not jointly, responsible; and there is no community of interest or subject matter. If, however, there be but one subject matter for an agreement, and each party's interest relate to such subject matter, so that the contract substantially relates to and comprehends but one transaction, although in respect of the contractors, each subjects himself to a separate liability, or consults his own interests only, one stamp will suffice. Thus, an agreement by several persons, for a subscription 'to one common fund, or for one common purpose, in which each is interested, though not jointly, although several as to each, requires but one stamp (a). As in the instance of an agreement as to prize shares (b); or a submission by several underwriters, to arbitration, of a disputed claim on a policy (c).

And a deed by which an apprentice was bound for seven years, viz. to A. for four years, and to B. for three years, to learn different trades, being but one transaction, was held to require one stamp only (d).

Where an agreement is complete, any further agreement in writing between the parties, even upon the same paper, and although it has a direct and express reference to the first contract, must be

(u) As to stamping one of several letters, ante, 92.

(x) Roots v. Lord Dormer, 4 B. & Ad. 77. In this case several lots were at an auction separately knocked down, and the purchaser entered into one memorandum agreeing to buy them, and it was held that as each lot was for less than 201. no stamp on the memorandum was requisite.

(y) Rex v. Reeks, Ld. Raym. 1446; Stra. 716, S. C.

(z) Doe v. Day, 13 East, 241; Bouse v. Jackson, 6 Moore, 480; 3 B. & B. 185, S. C.; Waddington v. Fran

cis, 5 Esp. R. 182; Chitty Stamps, 16, &c. A demise to one party of different premises at distinct rents, requires but one stamp, if it was bona fide but one transaction, Boase v. Jackson.

(a) Davis v. Williams, 13 East, 232; Bowen v. Ashley, 1 New R. 274; Cook v. Jones, 15 East, 237.

(b) Baker v. Jardine, 13 East, 235, n. (5); 238, n. (a).

(c) Goodson v. Forbes, 6 Taunt. 171; 1 Marsh. 525, S. C. See further, Chitty Stamps, 18, 21; 4 Camp. 80. (d) Rex v. Louth, 8 B. & C. 247.