TION.
When a contract by specialty is changed by a paral agreement, the whole contract becomes parol.
2 Watts, Penn. 451; 9 Pick. Mass. 298; 13 Wend. N. Y. 71.
Unilateral contracts are those in which the party to whom the engagement is made makes no express agreement on his part.
They are so called even in eases where the law attaches certain obligations to his acceptance. La. Civ. Code, art. 1758. A loan for use and a loan of money are of this kind. Pothier, Obl. pt. 1, c. 1, a.
1, art. 2.
Verbal contracts are simple contracts. Written contracts are those evidenced by writing.
16. Pothier's treatise on Obligations, taken in connection with the Civil Code of Louisiana, gives an idea of the divisions of the civil law. othier, Obl. pt. 1. c. 1, s. 1, art. 2, inukea the five following classes: reciprocal and unilateral; consensual and real; those of mutual interest, of beneficence and mixed; principal and accessory; those which are subjected by the civil law to certain rules and forms, and those which are regulated by mere natural justice.
It is true that almost all the rights of personal property do in great measure depend upon con tracts of one kind or other, or at least might be reduced under some of them ; which is the method taken by the civil law: it has referred the greatest part of the duties and rights of which it treats to the head of obligations ex contractu or quasi ex contractu. Inst. 3. 14. 2; 2 Blackatonc, Comm. 443.
11. Qualities of'. Every agreement should be so complete as to give either party his action upon it; both parties mast assent to all its terms. Peake, 227; 3 Term, 653; 1 Barnew. & Ald. 681; 1 Pick. Mass. 278. To the rule that the contract must be obli gatory on both parties there are some ex ceptions: as the case of an infant, who may sue, though he cannot be sued, on his contract. Strange, 937. See other instances, 6 East, 307; 3 Taunt. 169; 5 id. 788; 3 Barnew. & C. 232. There must be a good and valid con sideration (q.v.), which must be proved though the contract be in writing. 7 Term, 350, note
(a) ; 2 Blackstone, Comm. 414 ; Fonblanque, Eq. 335, n. (a); Chitty, Bills, 68. There is an exception to this rule in the case of bills and notes, which are of themselves primd facie evidence of consideration. And in other contracts (written) when consideration is acknowledged it is primd facie evidence thereof, but open to contradiction by parol testimony. There must be a thing to be done which is not forbidden by law, or one to be omitted which is not enjoined by law. Fraudu lent, immoral, or forbidden contracts are void. A contract is also void if against public policy or the statutes, even though the statute be not prohibitory but merely affixes a penalty. Chitty, Com. Law, 215, 217, 222, 228, 250; 1 Binn. Penn. 110,118 ; 6 id. 321 ; 4 Dall. Penn. 269, 298 ; 4 Yeates, Penn. 24, 84. As to con tracts which cannot be enforced from non compliance with the statute of frauds, see FRAUDS, STATUTE OF.
1S. Construction and interpretation in re ference to contracts. The intention of the parties is the pole-star of construction ; but their intention must be found expressed in the contract and be consistent with rules of law. The court will not make a new contract for the parties, nor will words be forced from their real signification.
The subject-matter of the contract and the situation of the parties is to be fully con sidered with regard to the sense in which language is used.
The legality of the contract is presumed and is favored by construction.
Words are to be taken, if possible, in their comprehensive and common sense.
The whole contract is to be considered with relation to the meaning of any of its parts.
The contract will be supported rather than defeated: tit res magis valeat quam pereat.
All parts will be construed, if possible, so as to have effect.
Construction is generally against the grantor —contra proferentemexcept in the case of the sovereign.