Mr. Justice NELSON
delivered the opinion of the court.
This is a writ of error to the Circuit Court of the United States for the District of Massachusetts.
The suit was brought by the plaintiffs in the court below, to recover the price of - three hundred bales of brown, and of one hundred cases of blue drills, which they had previously sold to the defendant.
_ The contract for the purcnase was made with the house of Mason & Lawrence, agents of the plaintiffs, in Boston, on the 19th September, 1850, and a memorandum of the same signed by the parties. A bill of parcels was made out under date of 30th September, stating -the purchase of the goods by the defendant, carrying out prices, and footing up the amount at $18,565.03; also the terms of payment — note at twelve months, payable to the treasurer of the plaintiffs. This was forwarded to the defendant on the 11th October, and in pursuance of an order from him, the three hundred bales were sent from their establishment at Salmon Falls by the railroad, and arrived at the depot in Boston on the 30th October, of which notice was given to the defendant on the same day, and a delivery tendered. He requested that the goods should not be sent to his warehouse, or place of delivery, for the reason, as subsequently stated by his cleric, there was no room for storage. The agents of thé plaintiffs the next day renewed .the tender of delivery by letter^ adding that the goods remained at the depot at his risk, and subject to storage, to which no answer was returned.- On the night of the 4th November, the. railroad depot was consumed by fire, and with it the three hundred bales of the goods in question. The price was to be paid by a note at twelve months, which the defendant refused to give, upon which refusal this action was brought.
[454]*454The court below, at the trial, held that the .written memorandum made at the time of entering into the contract between the agents of the plaintiffs and the defendant, was not sufficient- to take the case out of the statute of frauds, and as there was no acceptance of the goods, the plaintiffs could not recover.
- As we differ with the learned Judge who tried .the cause, as to. the sufficiency of the written memorandum, the question upon the statute is the only one that it will be material to notice. The memorandum-is as follows:
“ Sept. 19;— W. W. Goddard, 12 mos.
300 bales S. F. drills, . . . 1\
100 cases blue do.....8|
“ Credit to commence when ship sails: not after Dec. 1st — delivered free of charge for truckage.
“ The blues, if color satisfactory to purchasers. K. M. M.
w. w. a.”
The statute of Massachusetts on this subject .is substantially the same as that of 29 Car. II. ch. 3, § 17, and declares that no contract for the sale, of goods, &c., shall be valid, &c., “ unless some note or memorandum in writing of the bargain be made, and signed by the party' to be charged thereby, or by some person thereunto by him lawfully authorized.”
The word “ bargain,” in the statute, means the terms upon ' which the respective parties contract; and in the sale of goods, • the terms of the bargain must be specified in the note or memorandum, and stated with reasonable certainty, so that they can be understood from the writing itself, without having recourse to parol proof; for, unless the essential terms of the sale can-be ■ascertained from the writing itself, or by a reference contained in.it to something else, the memorandum is not a compliance with the statute.'
This brief note of the contract, however, like all other meicantile.contracts, is subject to explanation by reference to the usage and custom of the trade, with a view to get at the true meaning of the parties, as each is presumed to have contracted ih reference to them. And although specific and express provisions will control the usage, and exclude any such explanation, yet, if the terms are technical, or equivocal on the face of .the instrument, or made so by reference to extraneous circumstances, parolevidence of the usage and practice in the trade, is admissible to explain'the meaning. 2 Kent C. 556, and n. 3; Id. 260; and n.; Long on Sales, 197, ed. 1839, 1 Gale & Davis. 52.
Extraneous evidence is also admissible to show that a person-whose name is áffixed to the contract, acted only as an agent,, thereby enabling the principal either- to sue or be sued in 'his [455]*455own name; and this, though' it purported on its face to have been made by the agent himself, and the principal not named. Higgins v. Senior, 8 M. & Wels. 834; Trueman v. Loder, 11 Ad. & Ell. 589. Lord Denman observed, in the latter case, “ that parol evidence is always necessary to show that the party sued is the party making the contract, and bound by it; whether he does so in hi's own name, or in that of another, or in a feigned name, and whether the contract be signed by his own hand (or that of an agent) are inquiries, not different .in their nature from the question, Who is the person who has just ordered goods in a shop ? If he is sued for the price, and his identity made o.ut, the contract is not varied by appearing to have been made by him in a name not his own.”
So .the' signature of one of the parties is a sufficient signing to charge the firm. Soames v. Spencer, 1 D. & R. 32; Long on Sales, 58.
It has also been held, in the case of a sold note which expressed “ eighteen pockets of hops, at 100s.,” that parol .evidence was admissible to show that the 100.S. meant the price per cwt. Spicer v. Cooper, 1 Gale & D. 52; 5 Jurist, 1036.
The memorandum in that case was as follows: “ Sotd to Waite Spicer, of S. Walden, 18 pos. Kent hops, as under July 23, 1840; 10 pos. Barlow East Kent, 1839; 8 pos. Springall Goodhurst Kent, 1839, 100s. Delivered, John Cooper.”
Evidence was admitted on the trial to prove that the 100s. was understood in the trade to refer to the price per cwt-., and the ruling approved by the King’s Bench. Lord. Denman put a case to the counsel in the argument to illustrate his view, that bears upon the case before us. Suppose, he said, the contract had been for ten butts of beer, at one shilling, the ordinary price of a gallon — and intimated that the meaning could hardly be mistaken.
Now, within the principles above stated, we are of opinion that the memorandum in question was a sufficient compliance with the statute. It was competent to show, by parol proof, that Mason signed for the firm of Mason & Lawrence, and that the house was acting as agents for the plaintiffs, a company engaged in manufacturing the goods which were the subject .of the sale; and also to show, that the figures 1\ and 8§, set opposite the three hundred bales and one hundred cases of goods, meant seven and a quarter cents, and eight and three quarter cents per yard.;
The memorandum', therefore, contains the names ot the sellers, and of the buyer — the commodity and the price — also, the time of credit, and conditions of the delivery; and, in the absence of any specified time or place of delivery, the law will supply the [456]*456omission, namely, a reasonable' time after the goods are called for, and usual place of business of the purchaser, or his customary place for the delivery of goods of this description.
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Mr. Justice NELSON
delivered the opinion of the court.
This is a writ of error to the Circuit Court of the United States for the District of Massachusetts.
The suit was brought by the plaintiffs in the court below, to recover the price of - three hundred bales of brown, and of one hundred cases of blue drills, which they had previously sold to the defendant.
_ The contract for the purcnase was made with the house of Mason & Lawrence, agents of the plaintiffs, in Boston, on the 19th September, 1850, and a memorandum of the same signed by the parties. A bill of parcels was made out under date of 30th September, stating -the purchase of the goods by the defendant, carrying out prices, and footing up the amount at $18,565.03; also the terms of payment — note at twelve months, payable to the treasurer of the plaintiffs. This was forwarded to the defendant on the 11th October, and in pursuance of an order from him, the three hundred bales were sent from their establishment at Salmon Falls by the railroad, and arrived at the depot in Boston on the 30th October, of which notice was given to the defendant on the same day, and a delivery tendered. He requested that the goods should not be sent to his warehouse, or place of delivery, for the reason, as subsequently stated by his cleric, there was no room for storage. The agents of thé plaintiffs the next day renewed .the tender of delivery by letter^ adding that the goods remained at the depot at his risk, and subject to storage, to which no answer was returned.- On the night of the 4th November, the. railroad depot was consumed by fire, and with it the three hundred bales of the goods in question. The price was to be paid by a note at twelve months, which the defendant refused to give, upon which refusal this action was brought.
[454]*454The court below, at the trial, held that the .written memorandum made at the time of entering into the contract between the agents of the plaintiffs and the defendant, was not sufficient- to take the case out of the statute of frauds, and as there was no acceptance of the goods, the plaintiffs could not recover.
- As we differ with the learned Judge who tried .the cause, as to. the sufficiency of the written memorandum, the question upon the statute is the only one that it will be material to notice. The memorandum-is as follows:
“ Sept. 19;— W. W. Goddard, 12 mos.
300 bales S. F. drills, . . . 1\
100 cases blue do.....8|
“ Credit to commence when ship sails: not after Dec. 1st — delivered free of charge for truckage.
“ The blues, if color satisfactory to purchasers. K. M. M.
w. w. a.”
The statute of Massachusetts on this subject .is substantially the same as that of 29 Car. II. ch. 3, § 17, and declares that no contract for the sale, of goods, &c., shall be valid, &c., “ unless some note or memorandum in writing of the bargain be made, and signed by the party' to be charged thereby, or by some person thereunto by him lawfully authorized.”
The word “ bargain,” in the statute, means the terms upon ' which the respective parties contract; and in the sale of goods, • the terms of the bargain must be specified in the note or memorandum, and stated with reasonable certainty, so that they can be understood from the writing itself, without having recourse to parol proof; for, unless the essential terms of the sale can-be ■ascertained from the writing itself, or by a reference contained in.it to something else, the memorandum is not a compliance with the statute.'
This brief note of the contract, however, like all other meicantile.contracts, is subject to explanation by reference to the usage and custom of the trade, with a view to get at the true meaning of the parties, as each is presumed to have contracted ih reference to them. And although specific and express provisions will control the usage, and exclude any such explanation, yet, if the terms are technical, or equivocal on the face of .the instrument, or made so by reference to extraneous circumstances, parolevidence of the usage and practice in the trade, is admissible to explain'the meaning. 2 Kent C. 556, and n. 3; Id. 260; and n.; Long on Sales, 197, ed. 1839, 1 Gale & Davis. 52.
Extraneous evidence is also admissible to show that a person-whose name is áffixed to the contract, acted only as an agent,, thereby enabling the principal either- to sue or be sued in 'his [455]*455own name; and this, though' it purported on its face to have been made by the agent himself, and the principal not named. Higgins v. Senior, 8 M. & Wels. 834; Trueman v. Loder, 11 Ad. & Ell. 589. Lord Denman observed, in the latter case, “ that parol evidence is always necessary to show that the party sued is the party making the contract, and bound by it; whether he does so in hi's own name, or in that of another, or in a feigned name, and whether the contract be signed by his own hand (or that of an agent) are inquiries, not different .in their nature from the question, Who is the person who has just ordered goods in a shop ? If he is sued for the price, and his identity made o.ut, the contract is not varied by appearing to have been made by him in a name not his own.”
So .the' signature of one of the parties is a sufficient signing to charge the firm. Soames v. Spencer, 1 D. & R. 32; Long on Sales, 58.
It has also been held, in the case of a sold note which expressed “ eighteen pockets of hops, at 100s.,” that parol .evidence was admissible to show that the 100.S. meant the price per cwt. Spicer v. Cooper, 1 Gale & D. 52; 5 Jurist, 1036.
The memorandum in that case was as follows: “ Sotd to Waite Spicer, of S. Walden, 18 pos. Kent hops, as under July 23, 1840; 10 pos. Barlow East Kent, 1839; 8 pos. Springall Goodhurst Kent, 1839, 100s. Delivered, John Cooper.”
Evidence was admitted on the trial to prove that the 100s. was understood in the trade to refer to the price per cwt-., and the ruling approved by the King’s Bench. Lord. Denman put a case to the counsel in the argument to illustrate his view, that bears upon the case before us. Suppose, he said, the contract had been for ten butts of beer, at one shilling, the ordinary price of a gallon — and intimated that the meaning could hardly be mistaken.
Now, within the principles above stated, we are of opinion that the memorandum in question was a sufficient compliance with the statute. It was competent to show, by parol proof, that Mason signed for the firm of Mason & Lawrence, and that the house was acting as agents for the plaintiffs, a company engaged in manufacturing the goods which were the subject .of the sale; and also to show, that the figures 1\ and 8§, set opposite the three hundred bales and one hundred cases of goods, meant seven and a quarter cents, and eight and three quarter cents per yard.;
The memorandum', therefore, contains the names ot the sellers, and of the buyer — the commodity and the price — also, the time of credit, and conditions of the delivery; and, in the absence of any specified time or place of delivery, the law will supply the [456]*456omission, namely, a reasonable' time after the goods are called for, and usual place of business of the purchaser, or his customary place for the delivery of goods of this description.
In respect to the giving of the note, which was to run during the period of the credit, it appears to be the uniform custom of the house of Mason & Lawrence, to take notes for goods sold .of this description. The defendant was one of their customers, and knew this usage; and it is a presumption of law, therefore, that the purchase was made with reference to it, there being no stipulation to the contrary in the contract of the parties.
We are.also of opinion, even admitting that there might be some obscurity in the terms of the memorandum, and intrinsic difficulty In a proper understanding of them,- that it would be competent, under the circumstances of the case, to refer to the bill of parcels delivered, for the purpose of explanation. -We do not say that it would be a note in writing, of itself sufficient to bind the defendant within the statute; though it might be to bind the plaintiff.
It was a bill óf sale made out by the seller, and contained his understanding of the terms and meaning of the contract; and hewing been received by the buyer, and acquiesced in, (for the order to have the goods forwarded was given after it was received,) the natural inference would seem to be, that the interpretation given was according to the understanding of both parties. It is not necessary to say that this would be the conclusion, if the bill differed- materially from the written contract; that- might present a different' question; but we think ify is so connected with, and naturally resulting from, the transaction, that it may be properly referred to for the purpose of explaining any ambiguity or abbreviations, so common in these brief notes of mercantile contracts.
A printed bill of parcels, delivered by the seller, may be a sufficient memorandum within the statute to bind him, especially, if subsequently recognized by a letter to s the buyer. 2 B. & P. 238 D.; 3 Esp. 180. And generally the contract may be collected from several • distinct' papers, taken together, as, forming parts of an entire transaction, if- they are connected b.y express reference from the one to the others. 3 Ad. & Ell. 355; 9 B. & Cr. 561; 2 Id, 945; 3 Taunt. 109; 6 Cow. 445; 2 M. & Wels. 660; Long on Sales, 55, and cases.
.In the case before.us, the -bill of parcels is not only connected with the contract óf sale, which has beén signed by both parties, but was made out and delivered in the course of the fulfilment of it;-has-beeñ acquiesced in by the buyer, and. the goods ordered to be delivered after it was received. It is not a memorandum sufficient' to bind -him, because his name is hot affixed [457]*457to it by his authority; but if he had subsequently recognized it by letter to the sellers, it might have been sufficient. 2 B. & P. 238; 2 M. & Wels. 653; 3 Taunt. 169.
But although we admit, if it was necessary for the plaintiffs to rely upon the bill as the note or memorandum within the statute, they must have failed, we think it competent, within the principle of the cases on the subject, from its connection with, and relation to, .the contract, to refer to it as explanatory of any obscurity or indefiniteness of its terms, for the purpose of removing the ambiguity.
Take, for example, as an instance, the objection that the price is uncertain, the figures 7J and 8|, opposite the 300 bales and 100 cases of drills, given without any mark to denote what is intended by them.
The bill of parcels carries out these figures as so many cents per yard, and the aggregate amount footed up ; and after It is received by the defendant, and with a knowledge of this explanation, he orders the goods to be forwarded.
We cannot doubt but that the bill, under such circumstances, affords competent evidence of the meaning to be given to this part of the written memorandum. And so, in. respect to any other indefinite or abbreviated item to Ire found in this brief note of a mercantile contract.
For these reasons, we are of opinion, that the judgment of the court below, must be reversed, and the proceedings remitted, with, directions to award a venire de novo.
Mr. Justice CATRON, Mr. Justice DANIEL, and Mr. Justice CURTIS, dissented.