specified time is assignable. Curran v. Clifford, 40 Pac. Rep. 477 (Col.).

The assignor of a contract to build a structure for a city does not give an implied warranty that the contract is valid, and if it proves not to be valid the assignee cannot avoid paying notes given in consideration of the assignment. Gould v. Bourgeois, 51 N. J. L. 361.

A contract to drill an oil-well may be sub-let or assigned. Galey v. Mellon, 33 Atl. Rep. 560.

If the lien of a mechanic for services or of a material-man for materials used in a structure is perfected, it may be assigned to another. Milwaukee Mechanics' Ins. Co. v. Brown, 44 Pac. Rep. 35.

If a contract is between a city and a corporation, "its successors and assigns," for erecting waterworks and furnishing water to the city, it is assignable by the corporation. Carlyle L. W. & P. Co. v. City of Carlyle (Ill. Sup.), 29 N. E. Rep. 556.

One who has contracted to perform work which requires skill and science cannot impose another in his place without consent of the other party. Munsell v. Temple, 3 Gillman 93; Haskell v. Blair, 3 Cush. (Mass.), 534.

A contract to do work on a street can be assigned, and if the assignee fulfills the conditions of the contract he can enforce it and recover the contract price. Taylor v. Palmer, 31 Cal. 241.

The assignment of a contract for cleaning streets is not against public policy as long as the city retains the personal obligation of the original contractor and his sureties. Devlin v. Mayor et al., 63 N. Y. 8 (1875).

A contract to put on a gravel roof, to be done in first-class shape and guaranteed for a certain time, and a contract to drill an oilwell have been held to be such contracts as might be sublet or assigned, when it was shown that the contractor was not specially fitted do the work nor was employed on account of his knowledge, experience or pecuniary ability. Carran v. Clifford (Colo. App.), 40 Pac. Rep. 477; Galey v. Mellon (Pa. Sup.), 33 Atl. Rep. 560.

Where the assignees of a contract to construct a railway agree to save the assignor unharmed from all liability by reason of subcontracts previously let by him, a failure to pay the amounts due on such subcontracts is a breach by the assignees for which the assignor can recover without first showing payment by himself. Mills v. Allen, 10 Sup. Ct. Rep. 413.

An assignment of money due and to become due on a building

contract effects an immediate and present transfer to the assignee of a right to demand and receive the money assigned without notice to the debtor. Board of Education v. Duquesnet (N. J. Ch.), 24 Atl. Rep. 922; Union Pac. Ry. Co. v. Douglas Co. Bank (Neb.), 60 N. W. Rep. 886.

The engineer of a bridge who is a share-holder in a bridge firm cannot maintain an action against his firm, being himself a partner. Moneypenny v. Hartland, 1 Car & Payne 352.

If a contract makes the money which is due upon it payable to the contractor or his assigns, or to his heirs or executors, the personal representative may recover without even averring that the money has not already been paid to the heirs. 7 Amer. & Eng. Ency. Law 262.

If a house is to be completed before a certain time, the contractor's executor or administrator is bound to perform the contract, or to enforce its performance on the part of the owner. The heir cannot enforce its performance even if the profits are partly in lands. Crans v. Kans. Pac. R. Co., 131 U. S. 168 (1879).

A contract to build a lighthouse was held to be discharged by the death of the contractor, on the ground that its erection was a matter of personal skill and science. Wentworth v. Cock, 10 A. & E. 45.

If the important consideration in the employment of a contractor or builder was his skill and proficiency, and this can be proved, then the contract cannot be performed by the executor, administrator or assignee. Robinson v. Davidson, L. R. 6 Exch. 269.

If the contract is not founded upon personal relations, or does not require personal skill, it survives to the executor or administrator, and the estate may be held liable for a breach committed after as well as before the death of the contractor. Cooper v. Jarman, L. R. 3 Eq. 98; 7 Amer. & Eng. Ency. of Law 326.

A contract to do certain repairs on a building for a specific sum is not a personal contract which is terminated by the death of the owner, but the contractor may recover of the administrator for work done thereunder after the death of the owner. Russell v. Buckhout, 34 N. Y. Sup. 271.

Ordinary contracts for engineering and architectural work pass to the contractor's legal representatives, who take the burdens as well as the benefits. Wentworth v. Cock, 10 A. & E. 45.

When a contractor assigns his contract with a city to build a structure, it seems that there is no implied warranty on his part

of its validity, and if it turns out to be invalid and worthless the assignee cannot avoid the payment of notes he has given in consideration of such assignment, there being no misrepresentation, concealment or fraud on the part of the contractor.

Moneys not yet earned, but expected to be earned in the future. under an existing contract, may be assigned. Perkins v. Butler Co. (Neb.), 62 N. W. Rep. 308; Tracy v. Waters (Mass.), 39 N. E. Rep. 190.

The lien of a mechanic or material-man may be assigned. Milwaukee Mechanics' Ins. Co. v. Brown (Kans. App.), 44 Pac. Rep. 35.

CHAPTER IV.

THE CONTRACT: ITS INTERPRETATION.

The next subject for consideration is the interpretation of the contract, or the manner in which the courts deal with it. The proof of the terms of the agreement is taken up, and the extent to which parol evidence is admitted to modify written documents is considered.

This chapter naturally divides itself into the principles concerning evidence and those concerning construction. Under evidence we consider the sources from which we may gather the expressions of the intent of the parties. Under construction we consider the rules which are applied to interpret this intent from the expressions which the parties have manifested.

SECTION I.

EVIDENCE.

"Evidence is that which tends to prove or disprove any matter in question, or to influence the belief respecting it. Belief is produced by the consideration of something presented to the mind. The matter thus presented, in whatever shape it may come, and through whatever material organ it is derived, is evidence." Prof. Parker, Dartmouth College.

The evidence essential to determine the intent of the parties to contract or not is of three kinds:

(A) The evidence to prove the existence of the instrument. (B) The evidence to prove that the instrument is a contract. (C) The evidence to prove its terms.

The difference between a formal and a simple contract should be noted. In the first case the instrument under seal is the contract. In the second, the document not under seal is not the contract itself, but only evidence of it. A contract under seal gets its validity from its form, hence if the instrument is proved the contract. is proved. In a simple contract, more than the writing may be

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necessary to prove the contract; spoken words and acts may also be essential.

(A) Evidence to prove the instrument.

1. Evidence of the acts of sealing and delivery are sufficient to prove a contract under seal.

2. In a simple contract, evidence is required to prove that the party being sued is the one who made the contract. Parol evidence is sufficient.

3. Where a contract is partly written and partly oral, then oral evidence must be introduced to supplement the written part.

4. Parol evidence may be introduced to connect the several papers which constitute a contract where such connection is not apparent.1

5. If the Statute of Frauds applies to a contract requiring a written memorandum, then in order to use parol evidence the documents must be connected by a reference in one or both to the other.2

(B) Evidence to prove that the instrument is a contract.

1. Parol evidence is admissible to show that an instrument is not a valid contract, either for lack of consideration, capacity of parties, legality of object or consent.

2. If the operation of a contract is put off by a parol condition, extrinsic evidence may be admitted to show it.

3. Parol evidence cannot be introduced to vary the terms of a written agreement, but it may be admitted to prove that there is no agreement at all."

(C) Evidence to prove the terms of the instrument.

"According to the general law of England the written record of a contract must not be varied or added to by verbal evidence of what was the intention of the parties." Anson Contr. p. 319. To this rule there are four exceptions:

(a) in cases where terms are proved supplementary or collateral to so much of the agreement as is in writing;

1 Isaacs v. Smith, 55 N. Y. Super. Ct. 446 (1888); Colby v. Dearborn, 59 N. H. 326; Wilson v. Tucker, 10 R. I. 578.

2 Coe v. Tough, 116 N. Y. 273; O'Donnel v. Leeman, 43 Me. 158.

3 Reynolds v. Robinson, 110 N. Y. 654; Westman v. Krumweide, 30 Minn. 313; Blewitt v. Boorum, 142 N. Y. 357.