AGREEMENT. A coming together of parties in opinion or determination ; the union of two or more minds in a thing done or to be done ; a mutual assent to do a thing. Comyn, Dig. Agreement, A 1; Plowd. 5 a, 6 a.
Aggregatio mentium.—When two or more minds are united in a thing done or to be done.
It ought to be so certain and complete that either party may have an action on it, and there must be a quid pro quo. Dane, Abr. c. 11.
The consent of two or more persons con curring, the one in parting with, the other in receiving, some property, right, or benefit. Bacon, Abr.
A mutual contract in consideration between two or more parties. 5 East, 10; 4 Gill & J. Md. 1; 12 How. 126.
Agreement is seldom applied to specialties; con tract is generally confined to simple contracts; and promise refers to the engagement of a party with out reference to the reasons or considerations for it, or the duties of other parties. Parsons, Contr. 6.
An agreement ceases to be such by being put in writing under seal, but not when put in writing for a memorandum. Dane, Abr. c. 11.
A promise or undertaking.
This is the loose and inaccurate use of the word. 5 East, 10; 3 Brod. & B. 14; 3 Conn. 335.
The writing or instrument which is evi dence of an agreement.
This is a loose and evidently inaccurate use of the term. The agreement may be valid, and yet the written evidence thereof insufficient: as, if a pi Dmissory note be given for twenty dollars, the amount of a previous debt, where the note may generally be neglected and the debt collected by means of other evidence ; or, again, if a note good in form he given for an illegal consideration, in which case the instrument is good and the agree ment void.
Conditional agreements are those which are tc have full effect only in case of the happen ing of certain events, or the existence of a given state of things.
Executed agreements are those where no thing further remains to be done by the par ties.
Executed agreements take place when two or more persons make over their respective rights in a thing to one another, and there by change their property therein either pre sently and at once, or at a future time upon some event that shall give it full effect, with out either party trusting to the other. Such
an agreement exists where a thing is bought, paid for, and delivered.
Executory agreements are such as rest on articles, memorandums, parol promises or undertakings, and the like, to be performed in the future, or which are entered into pre paratory to more solemn and formal aliena tions of property. Powell, Contr.
An executed agreement always conveys a chose in possession, while an executory one convoys a chose in action only.
Express agreements are those in which the terms are openly uttered and avo ift..d by the parties at the time of making.
Implied agreements are those which the law supposes the parties to halve made, al though the terms were not openly expressed.
Thus, every one who undertakes any office, em ployment, or duty impliedly contracts with his em ployers to do it with integrity, diligence, and skill; and he impliedly contracts to do whatever is fairly within the scope of his employment. 6 Scott, 761. Implied promises, or promises in law, only exist where there is no express stipulation between the parties touching the same matter; for expressum facit eessare taciturn. 2 Blackstone. Comm. 444; 2 Term, 105; 7 Scott, 69; 1 Nev. & P. 633.
The parties must agree or assent. There must be a definitive promise by one party accepted by the other. 3 Johns. N. Y. 534; 12 id. 190; 9 Ala. 69; 29 Ala. N. s. 864; 4 R. I. 14; 2 Dutch. N. J. 268; 3 Heist. N. J. 147; 29 Penn. St. 358. And they must assent to the same thing in the same sense. 4 Wheat. 225; 1 Sumn. C. C. 218; 2 Woodb. & M. C. C. 359; 7 Johns. N. Y. 240; 18 Ala. 605; 9 Mees. & W. Exch. 535. The assent must be mutual and obligatory: there must be a re quest on one side, and an assent on the other. 5 Bingh. N. c. 75. The assent must compre hend the whole of the proposition: it must be exactly equal to its extent and provision, and it must not qualify them by any new matter, 1 Parsons, Contr. 400 ; and even a slight qualification destroys the assent. 5 Mees. & W. Exch. 535; 2 Sandf. N. Y. 133. The question of assent when gathered from conversations is for the jury. 1 Cush. Mass. 89; 13 Johns. N.Y. 294.