Commercial law relates to CONTRACTS. These are made by almost every
one. A person cannot ride in a street-car without making a contract
with the company for carrying him. If he goes into a store and buys a
cigar, a stick of candy, or a tin whistle, he has made a contract with
the man behind the counter, who owns the store or is his salesman.
Tramps and thieves are about the only persons who live without making
contracts. In that respect they are like the birds of the air, getting
whatever they desire whenever the chance is seen.
A contract has been defined as an agreement to do or not to do some
particular thing. These are the words used by one of the greatest of
American judges. The reader may turn to his dictionary and find other
definitions that contain more, if he pleases, but this will answer our
purpose.
All contracts may be put into three classes, and each of these will be
briefly explained. First, SEALED AND UNSEALED CONTRACTS. What do we
mean by a contract that is sealed? It is one to which the person who
signs it adds, after his name, a seal. But what is a seal? It may
consist of sealing-wax, stamped in a peculiar manner, or a wafer made
of sealing-wax, or a paper wafer. In the olden times when people could
hunt and fight but were not able to write their names, they put a
seal at the end of a contract made by them; in other words, the seal
supplied the place of a name. Each person's seal differed from the
seal of every other. It had its origin really in the ignorance of the
people. As they were unable to write their names these distinct signs
or marks, called seals, were put on instead of their signatures.
With the changes brought by time the form of this device or seal,
required by law, is much simpler than it was centuries ago. Indeed, in
every State persons use the letters "L. S.," with brackets around
them, instead of a seal. They mean "the place of a seal," and are just
as good in every way as any kind of seal that might be used. Here are
two of the forms of seals in most common use:
[Illustration]
Any contract that has a seal after the name of the signer is a sealed
contract, and every other is called an UNSEALED, ORAL, or VERBAL
contract. If a contract was written and a seal was added after the
signer's name, and there was another exactly like it in form, but
without a seal, this would be called an unsealed or verbal contract,
and in law would differ in some important respects from the other.
This is true in every State except California, where the difference
between sealed and unsealed contracts is no longer known.
The second class of contracts are called EXPRESS AND IMPLIED
CONTRACTS. By an EXPRESS CONTRACT is meant one that is made either in
writing or in words. But the reader may ask, Are not all contracts of
this kind? By no means. Many contracts exist between people which have
not been put into words. Suppose A should ask B for employment and it
should be given to him, but no word should pass between them about the
price to be paid. The law would _imply_ that B must pay him whatever
his work was reasonably worth. If A should come at the end of the week
for his pay and B should say to him: "I never made any bargain with
you concerning the price, and I am unwilling to pay you anything," A
could, if he understood the law, say to B: "You told me to work, and
the law _implies_ that you must pay me whatever my work is worth." How
much would the law give him for his work? Just what the employer was
paying other men for the same kind of work.
Another class of contracts are called EXECUTED and EXECUTORY. An
EXECUTED CONTRACT is one that is finished, done, completed. If I
should go into a store and ask the price of a book and say to the
salesman, "I will take it," and give him the money, and take the book
with me, this would be an executed contract. An EXECUTORY CONTRACT is
one that is to be completed. Suppose the salesman did not have the
book and I should say to him, "Please get it for me and I will come in
next week and pay you for it," this would be an executory contract;
and it would remain so until I came in and got the book, as I had
promised to do, and paid the price.
These are the three most general classes of contracts made by persons
in daily life. Almost all persons make contracts of each kind during
their lives. Sealed contracts are not as common as unsealed ones, yet
they are frequently made. Every deed for the sale of land or lease for
the use of it is a sealed contract.