* It has been much doubted, whether a contract for the sale of stock or shares in a corporation or joint-stock company, was * within the statute. The question is, Are they "goods, wares, or merchandises ?* and the English authorities deny this; (i) in some degree, on the ground of a supposed analogy with the bankrupt law, within which the purchasing of stock does not bring a person, unless the purchase was for the purpose of trading in it, as by brokers. But it has been decided, in this country, that a sale of stock in a manufacturing company is within the statute; (J)1 and on this authority, as well as on v.. Bishop, 136 Mass. 495. In Maine, shares in an ice company have been held within the statute. Pray v. Mitchell, 60 Me. 430. So in New York, Fitzpatrick v. Woodruff, 96 N. Y. 561. Vawter v. Griffin, 40 Ind. 593, decided that in that State, where the statute uses the word "goods" alone, contract* for the sale of shares or stocks, notes, checks, bonds, or other evidences of value, were not within the statute. See Green v. Brookins, 23 Mich. 48; Gooch v. Holmes, 41 Me. 523. As to a book account's being within, see Walker v Supple. 54 Ga. 178; and land scrip, Smith v. Bouck, 33 Wis. 19. An oral agreement for the sale of an interest in an invention, before letters-patent are obtained, is not a contract for the sale of goods, wares, and merchandise, within the statute. Somerby v. Boutin, 118 Mass. 279. - K.

Chief Justice Abbott, to the opinion that the terms of the statute must be literally complied with; that is, that there must be an acceptance of the goods by the purchaser himself. Hanson v Armitage, 1 Dowl. & R. 131. We are fully of opinion that the acceptance must be proved by some clear and unequivocal act of the party to be charged. The statute by its language requires it, and the construction it has received gives full force to that language. But we cannot say that, to bind the purchaser, the acceptance can only be by him personally. The statute, in terms, provides that an agent may hind his principal by a memorandum in writing. If, then, an agent can purchase, we think it clearly follows - there being no prohibitory clause -that an agent duly authorized may also receive property purchased, and thus bind the principal. It is in accordance with the rights and duties of principals and agents, in other cases, and for the furtherance of trade and commerce. In the present case, it was proved that the plaintiffs transported the barrels to Bos-ton, and delivered them at the place where the purchaser's agent directed, and that the agent in Boston afterwards shipped them to the port at the South, where the defendant had given general directions to have his barrels sent; and we are of opinion, with the learned' judge who tried the cause in the court below, that this was a sufficient acceptance of the goods, within the statute. There was a delivery by the vendors to an agent authorized to receive an acceptance by him, and a forwarding of them to the place appointed by the principal These acts are direct and unequivocal and constitute a transfer of the property from the seller to the purchaser, who, in consequence of it, is bound to pay the price of the purchase." It was held that such delivery to a carrier was not sufficient, in Denmead v. Glass, 30 Ga. 637.

(i) Humble v. Mitchell. 11 A. & E. 205. The principle upon which the English cases proceed is thus explained by Sir L. Shadwell, in Duncuft v. Albrecht, 12 Simons, 189: "It is impressed upon my mind that, in the decisions which have been made with respect to the 17th section, it has been held to apply only to goods, wares, and merchandises, which are capable of being in part delivered. If there is an agreement to sell a quantity of tallow or of hemp, you may deliver a part; but the delivery of a part is not a transaction applicable, as I apprehend, to such a subject as railway shares. They have been decided not to be land. They have been decided to be, in effect, personal estate; but not personal estate of the quality of goods, wares, and merchandises, within the meaning of the 17th section."So held in Vaupell v. Woodward, 2 Sandf. Ch. 143, 146, n. And see further, Pickering v. Appleby, Cornyns, 354; Colt v. Netter-vill, 2 P. Wms. 304; Knight v. Barber, 16 M. & W. 66; Heseltine o. Siggers, 1 Exch. 856.

(j) Tisdale v. Harris, 20 Pick 9. In this case, Shaw, C. J., said "Supposing this a new question, now for the first time calling for a construction of the statute, the court are of opinion that, as well by its terms as its general policy, stocks are fairly within its operation. The words 'goods,' and 'merchandise.' are both of very large signification. Bona, as used in the civil law, is almost as extensive as personal property itself, and in many respects it has nearly as large a signification in the common law. The word 'merchandise,' also, including, in general, objects of traffic and commerce, is broad enough to include stocks or shares in incorporated this question and that of the sale of shares in incorporated companies, our notes show that in different States different rules prevail

1 Boardman v Cutter. 128 Mass. 388, affirming Tisdale v. Harris, supra, was to the effect that "shares of stock " are within the statute in Massachusetts. See also Mann general * principles, we should suppose, that the sale of any incorporated stock would be held within the operation of the statute. (k) Whether a sale of a promissory note be within the statute is not certain upon the authorities. (l)1 Indeed, both as to companies. There are many cases, indeed, in which it has been held in England, that baring and selling stocks did not subject a person to the operation of the bankrupt laws, and hence it has been argued that they cannot be considered as merchandise, because bankruptcy extends to persons using the trade of merchandise. But it must be recollected that the bankrupt acts were deemed to be highly penal and coercive, and tended to deprive a man in trade of all his property. But most joint-stock companies were founded on the hypothesis, at least, that most of the shareholders took shares as an investment, and not as an object of traffic; and the construction in question only decided, that by taking and holding such shares merely as an investment, a man should not be deemed a merchant, so as to subject himself to the highly coercive process of the bankrupt laws. These cases, therefore, do not bear much on the general question. The main argument relied upon by those who contend that shares are not within the statute, is this: that the statute provides that such contract shall not be good, etc, among other things, except the purchaser shall accept part of the goods. From this it is argued, that by necessary implication, the statute applies only to goods of which part may be delivered. This seems, however, to be rather a narrow and forced construction. The provision is general, that no contract for the sale of goods, etc., shall be allowed to be good. The exception is, when part are delivered; but if part cannot be delivered, then the exception cannot exist to take the case out of the general prohibition. The provision extended to a great variety of objects, and the exception may well be construed to apply only to such of those objects to which it is applicable, without affecting others, to which, from their nature, it cannot apply. There is nothing in the nature of stocks, or shares in companies, which in reason or sound policy should exempt contracts in respect to them from those reasonable restrictions, designed by the statute to prevent frauds in the sale of other commodities. On the contrary, these companies have become so numerous, so large an amount of the property of the community is now invested in them, and as the ordinary indicia of property, arising from delivery and possession, cannot take place, there seems to be peculiar reason for extending the provisions of this statute to them. As they may properly be included under the term goods, as they are within the reason and policy of the act, the court are of opinion, that a contract for the sale of shares, in the absence of the other requisites, must be proved by some note or memorandum in writing; and as there was no such memorandum in writing in the present case, the plaintiff is not entitled to maintain this action.'1 And see, to the same effect, Colvin v. Williams, 3 Harris & J. 38; North v. Forest, 15 Conn. 400; Southern Life Ins. & Tr. Co. v. Cole, 4 Fla. 359. But the decision in this last case was based, in some measure, upon the fact that the Florida statute contains, in addition to the words used in the English, statute, the words "personal property."