17. Telegraph to your home firm, stating that on account of a railway wreck you will be unable to reach Mobile in time to see L. D. James, manager of the branch office there, before he starts for New Orleans. Ask for instructions.

18. Telegraph to your attorney, C. M. Lewis, Hackensack, N. J., requesting him to bring at once to your office the papers in his case against Munger & Co. of Jersey City.

19. Send a cablegram to H. C. Hutton, 26 St. Helen's Place, Bishopsgate, E. C., London, England (code address "Chuton "), asking him to cancel your request for the immediate shipment of woolen stuffs ordered on Sept. 10.

20. Send a cablegram to Charles P. White, South Western Hotel, Southampton, England, telling him that you will arrive in Liverpool on S.S. Celtic May 10.

21. Send a cablegram to William J. Pritchard, Strada Nuova di Posilipo, Pension Sabelli, Napoli, Italy, stating that your steamer will be delayed in sailing three days, and asking him to await your arrival.

22. Send a cablegram to Thomas C. Hoffman, Hotel du Lac, Lucerne, Switzerland, asking him to meet you on the arrival of the S.S. Lombardia in Genoa, July 2.

23. Send a cablegram to John D. Axman, c/。 Cook & Son, Dresden, Germany, accepting his offer of the secretaryship of the American Consulate at Berne, Switzerland.

XII. CONTRACT RELATIONS OF

CORRESPONDENTS

THE great diversity of past decisions at law concerning what constitutes a legal and binding contract makes any brief treatment of the subject not only inadequate but misleading. No attempt will therefore be made here to discuss in detail the questions which arise in connection with many phases of the contract relationship. It will sufficiently serve the requirements of our present purpose to indicate the general trend of adjudications, together with two very important, though often misunderstood, factors in almost every contract made by mail, telegraph, or messenger; namely, the carrier and the time involved. In general it has been held that, if the person from whom the proposition originates names to the person to whom the proposition is made the carrier that he wishes to be the means of transmitting to him the second party's consent, and if the second person involved does use that carrier within a reasonable time, a contract is completed as soon as the latter hands over to such a carrier a statement of his consent.

The following, in which the italics have been added for emphasis, is an extract from "Parsons on Contracts," Book II, Chap. II, which deals with some of the primary phases of this subject in so far as they relate to contracts wherein the proposition and the reply are both made by letter:

It is unquestionably true as a general proposition, that a contract can not bind the party proposing it, and indeed that there is no contract, until the acceptance of the offer by the party receiving it is in some way actually or constructively communicated to the party making the offer. We consider that an offer by letter is a continuing offer until the letter be received, and for a reasonable time thereafter, during which the party to whom it is addressed may accept the offer, and communicate the fact of his acceptance. We hold also that this offer may be withdrawn by the maker at any moment; and that it is withdrawn as soon as a notice of such withdrawal reaches the party to whom the offer is made, and not before. If, therefore, that party accepts the offer

CONTRACT RELATIONS OF CORRESPONDENTS

III

before such withdrawal, the bargain is completed; there is then a contract founded upon mutual assent. And an acceptance having this effect is made, and is communicated under the rule already stated, when the party receiving the offer puts into the mail his answer accepting it. Thus, if A, in Boston, on the first day of January, writes to B, in Baltimore, making an offer, and this letter reaches Baltimore on the third, and B forthwith answers the letter, accepting the offer, putting the letter into the mail that day; and on the second of January A writes withdrawing the offer, and his letter of withdrawal reaches B on the fourth, there is nevertheless a contract made between the parties. If the offer was to sell goods, B, on tendering the price, may claim the goods; if the offer was to insure B's ship, B may tender the premium and demand the policy, and hold A as an insurer of his ship. And so of any other offer or proposition.

Sometimes a man makes an offer saying if there be no answer, or none by a return mail, or by a certain time, he shall consider the offer accepted. But he has no right to impose these conditions, and silence is no acceptance of the offer.

The foregoing assumes that the letters have been properly addressed, and that there has been no delay in transmission. It will be seen in addition that the law requires a reasonable promptness in replying on the part of the receiver, and that neither the writer nor the receiver can be held accountable for the delay or negligence of the other or of the carrier.

It is also to be noted that the law assumes the receiver will use the same method of transmitting his acceptance as the sender used in transmitting his proposition. If, on the contrary, he should select his own carrier for the transmission of his reply (which carrier becomes as a result his own agent) by replying, for instance, to a telegraphic proposition by the use of the mail, or by replying to a proposition received through the mail by the use of the telegraph, he extends the time during which a withdrawal may be made; for no contract is effected until such acceptance is placed in the hands of the person from whom the proposition originally came.

It is, however, not so certain that the telegraph, even though used by both parties to the transaction, is the agent of the sender for the purpose of receiving an acceptance; that is to say, that an acceptance dates from the time when an assenting reply is handed to the telegraph company. It rather seems, on the contrary, that an acceptance thus sent must actually be received before a contract is completed.

XIII. HANDLING CORRESPONDENCE

Receiving and Answering Letters. - Letters are usually opened by cutting along the upper edge of the envelope. In large concerns, one man, who is thoroughly acquainted with the scope and policy of the entire business, sorts the incoming mail, collecting all remittances inclosed, and stamping upon each letter the code number of the person in charge of the particular department to which the business of the letter refers. If the letter must pass through several hands, the code number of each person to whom it is referred is stamped upon it, in the order in which it is intended he shall receive it. Some firms also stamp upon all letters the date on which they have been received, and require all correspondents in their office to stamp, in addition, the date on which the answer was written. The envelopes are preserved until they have been reëxamined to make sure that no inclosures have been overlooked, and counted to determine whether the number of envelopes corresponds to the number of letters that have been sorted. The receptacles in which letters are placed in sorting are the medium of distribution. The person receiving letters that have been referred to him will either indicate upon each the comment necessary for the writing of an answer or he will himself reply. He will usually indicate that he has passed upon a letter by writing his initials across his own code number previously stamped upon it by the mail clerk. If he has personally dictated an answer, his reply, a copy of his reply, and the original will be fastened together and returned to the main office, where the reply will be made ready for mailing, and the original and copy will be filed.

Filing Correspondence. While each firm should have a filing system adapted to the conditions and peculiarities of its own business, there are certain fundamental principles which are the

basis of all good systems. Without attempting to go into details, it may be profitable for the student to note some of the larger features which characterize the systems in general use.

The purpose of keeping on file all letters received and copies of all replies is to have ready for reference the information which such letters and replies contain. The problem of a correspondent does not differ from that which confronts the author of a book; it entails the grouping, classification, and arrange

ment of information in such a way that any subject desired may be readily located by consulting an index. In fact, a filing cabinet is nothing more than a large loose-leaf book, each letter with its reply being a detached leaf which may be removed at any time. And as the arrangement and indexing of different books call for different treatment, so the correspondence of different concerns calls for different plans of distribution and classification. A directory or a dictionary needs no separate index, for it is its own index, while a treatise on law, from the nature of the subject involved, would need to be in

COM. CORRESPONDENCE-8