Sec 23

An exception to the maxim that a proposal must be accepted to be binding, is supposed to be found in the common law rule that a grant under seal binds the grantor, if held as an escrow, or delivered to a third party, though not communicated to the grantee.3 But this exception is more nominal than real. Such a deed, when placed in the hands of a third party on conditions, is a proposal to the grantee that he should take the property as from the date of the delivery. The acceptance establishes the contract as thus stated.4

Sec 24

It is not necessary to the validity of a contract, that the party to whom the proposition is addressed should be specified in it by name. I may bind myself contractually by a general proposal to do a particular thing for the benefit of any person who renders me a particular service, or takes part with me in a common risk. Under this head fall offers of rewards to any person finding a lost article, and offers to receive as a stockholder in a particular company any person subscribing and paying an instalment by a particular time. A proposition of this kind is called, by German authors, Auslobung, and is defined to be a public announcement, that to any person performing a particular service, a designated benefit will be given in return. Although in the classical Roman law, assuming, as it did, that to a contract it is essential that there should be parties specified on its face, contracts based upon general proposals were unknown, such contracts are universally admitted by modern Roman jurists to be of binding force.1 The proposal is regarded as a bid which becomes a contract when acted on by a party within the range of those to whom it is addressed. There is, therefore, an important distinctive feature of proposals thus directed to persons of a particular class, as distinguished from persons designated individually. Proposals of the general character now before us are conditioned, so far as their efficiency is concerned, upon something being done by the party accepting them.2 It is not enough that there should be a mere acceptance. The service (Leistung) called for, must be performed.3 Thus, an offer of a reward on returning stolen property is not binding until the stolen property is returned ; an offer of membership in a stock company is not consummated until the first instalment required in the offer is paid. It is performing the condition, and not technically accepting the offer, that makes the contract between the party making the proposal and the party acting on it. Until the performance of its condition, the offer is a mere proposal; but when this condition is performed by an ascertained person, the contract is complete.4 There can, however, be no recovery except by a party who had notice of Grants under seal may bind grantor without communication to grantee.

General proposal binds as to all parties taking action in conformity with its terms.

1 See infra, sec 438, to the effect that such releases are against the policy of the law. That written terms, when in conflict with printed, prevail, see infra, sec 652. That as a rule ignorance of fact is a defence, see infra, sec 185 et seq.

2 Infra, sec 572.

3 Garnons v. Knight, 5 B. & C. 671; see Xenos v. Wickham, L. R. 2 H. L. 296 ; Woodbury v. Fisher, 20 Ind. 387.

4 See infra, sec 679. As to agreement by vendee to pay burdens on land, see infra, sec 720.

1 Vangerow, sec 603, iii. 255 ; Ihering, Jahr. iv. p. 93 ; Windscheid, sec 309.

2 Anson, op. cit. 25.

3 Jones v. Bank, 8 N. Y. 228 ; Fur-man v. Parke, 1 Zab. 310.

4 Supra, sec 17 ; Anson, 24, adopted in Pollock, 3d. ed. 12 ; 1 Ch. Cont. 11th Am. ed. 11; Williams v. Carwardine,.

4 B. & Ad. 621; Gerhard v. Bates, 2 E. & B. 476 ; Neville v. Kelly, 12 C. B. N. S. 740 ; Tarner: v. Walker, L. R. 2 Q. B. 301 ; Spencer v. Harding, L. R.

5 C. P. 563; Shuey v. U. S., 92 U. S. 73 ; Janvrin v. Exeter, 48 N. H. 83 ; Davis v. Munson,43Vt. 676 ; Russell;;. Stewart, 44 Vt. 170 ; Freeman v. Boston, 5 Mete. 56; Loring v. Boston, 7 Mete. 409; Crawshaw v. Roxbury, 7 Gray, 374; Kincaid v. Eaton, 98 Mass. 139 ;.

Crocker v. R. R., 24 Conn. 261 ; Kelly, in re, 39 Conn. 159 ; Fitch v. Snedaker, 38 N. Y. 248 ; Howland v. Lowndes, 51 N. Y. 604; Grady v. Crook, 2 Abb. (N. C.) 53 ; Furman v. Parke, 1 Zab. 310; Cummings v. Gann, 52 Penn. St. 484; Goldsborough v. Cradie, 28 Md. 477; Eagle v. Smith, 4 Houston, 293; Gilmore v. Lewis, 12 Ohio, 281; Montgomery v. Robinson, 85 111. 174 ; Hanson v. Pike, 16 Ind. 140; Hayden v. Souger, 56 Ind. 42 ; Stamper v. Temple, 6 Humph. 113; Morrell v. Quarles, 35 Ala. 544: Salbadore v. Ins. Co., 22 La. An. 338. See Stamp v. Cass Co., 11 N. W. Rep. 183. That on this ground the right of holders of negotiable paper to sue on such paper may be sustained, see infra, sec 795. This applies to rules posted the proposal when he rendered the service. If there could, we would have a contract without two contracting parties. The proposer must make the proposal known before the acceptor undertakes to perform the condition, and the acceptor must have the reward in view at the time he renders the services on which he claims.1-Suppose, that to an advertisement of a in factories, which hind the employer to the employes taking action in conformity with rules ; Wright v. Trainer, 1 Weekly Notes, 198; 32 Leg. Int. 264.

"To a certain extent," says Mr. Pollock (3d. ed. 19), " this notion of a floating obligation" (i. e., that by the offer there is a contract established with an unascertained promisee) "is countenanced by the language of the judges in the cases above discussed; and it also receives some apparent support from the much earlier case of Williams v. Carwardine, 4 B. & Ad. 621. . . The decision sets up a contract without any animus contrahendi. If it be now law (which may be doubted), it goes to show that in this class of cases, there may be an acceptance constituting a contract without any communication of the proposal to the acceptor, or of the acceptance to the proposer. But the statement of Parke, J., that 'there was a contract with any person who performed the condition mentioned in the advertisement,' is rather ambiguous ; it savors of the notion, that there is an inchoate or unascertained obligation from the first publishing of the offer. And if such were indeed the ratio decidendi, we need not hesitate to say, that at the present day it cannot be maintained. The modern cases not already cited have turned only on the question whether the party claiming the reward performed the required condition according to the terms of the advertisement."

That there may be a claim for damages based on negligence in making a general proposal, see infra, sec 1054.

It was maintained by the Supreme Court of the United States, in Shuey v. U. S., 92 U. S. 73, that a general proposal made by public advertisement may be revoked by an advertisement of equal publicity, even as against a person who acts on the proposal not knowing it has been revoked. Of this, Mr. Pollock says : "this is, perhaps, a convenient rule, and may possibly be supported as a fair inference of fact from the habits of the newspaper reading part of mankind ; yet it seems a rather strong piece of judicial legislation." So far as concerns the admissibility of newspapers to prove notice, the ruling of the Supreme Court is sustained by a series of cases cited in Wh. on Ev. sec 673. As to revoking offer to sell tickets, see Crocker v. R. R., 24 Conn. 249: Shuey v. U. S. can be sustained on the ground, that the party claiming the reward was to be presumed to have known of the revocation before he supplied the consideration. The revoca-bility of a proposal of this class, up to the period of the rendering of the consideration, is maintained in Janvrin v. Exeter, 48 N. II. 83 ; Wentworth v. Day, 3 Met. 352 ; Gilmore v. Lewis, 12 Ohio, 282. That after a reasonable time, an offer of a reward is inferred to be withdrawn, see Loring v. Boston, 7 Met. 409.

1 See cases cited supra; but see contra, Russell v. Stewart, 44 Vt. 170 ; Auditor v. Ballard, 9 Bush, 572. In Williams v. Carwardine, 4 B. & Ad. 621 ; it was held that the defendant was reward on the discovery of lost property, two or more claimants with equal rights appear ; or, suppose, that a certain amount of stock is offered to all persons subscribing a specified sum, and it turns out that there are more persons subscribing and paying in than there is stock to satisfy : in what way are the claimants in such cases to be met 1 So far as concerns the parties applying for a reward, it has been held in Germany, that, if they stand in precisely the same position, the reward is to be divided between them.1 A similar principle may be invoked to determine cases in which there are more persons subscribing and paying in on stock allotments than there is stock to satisfy.-Where a portion of the thing lost is found and restored, the reward may, it is held, be apportioned.2 sec 25. Under the same head may be classed time-tables issued by railway companies, which bind the companies to reasonable punctuality ;3 and which, so it has been argued, make the companies liable for any damage received by a party from a failure on their part to keep the time advertised by them. It has even been held in England4 that, when a traveller offers to take a ticket to any place to which a railroad company has advertised to carry passengers, the company contracts with him to receive him as a passenger to that place according to the advertisement. But this view, as expressed by Lord Campbell, C. J., and Wightman, J., was not necessary to the decision of the case, and was dissented liable on a general promise of a reward for certain infoiination, which information the plaintiff supplied, though the reward was not the controlling motive which induced the plaintiff to supply the information. But in Fitch v. Snedaker, 38 N. Y. 248, it was held, that, when the information called for was given by the plaintiff before he had notice of the reward, he could not claim the reward, as he could not be held to accept an offer of which he had no knowledge. And in Hewitt v. Anderson, 56 Cal. 546, it was held that the claimant must have rendered the services with the intention of claiming the reward. But the cases do not necessarily conflict, as in Williams v. Carwardine it does not appear that the plaintiff was not aware of the reward. See infra, sec 507. 1 Vangerow, sec 603, iii. 285.

So of railroad timetables.

2 Symmes v. Frazier, 6 Mass. 344.

3 Leake, 2d ed. 25 ; Anson, ut supra, citing Le Blanche v. R. R., 1 C. P. D. 286 ; and see Gordon v. R. R, 52 N. H. 596; Sears v. R. R., 14 Allen, 433; Strohn v. R. R., 23 Wis. 126; Thompson v. R. R., 50 Miss. 316 ; Wh. on Neg. sec 662, 810.

4 Denton v. R R., 5 K & B. 860; a from by Crompton, J. - It is clear that where there is a ticket actually sold there is a contract to punctuality which binds the company,1 though only to reasonable diligence and exactness.2 - A company may withdraw an offer of this class by closing its office or other modes of notice.3.