property must be in writing, and in practice this is the almost universal rule. The agreement also is usually under seal. Where an instrument is sealed, its consideration, or rather the possible lack of consideration, for its execution by either party cannot be readily questioned, and it is somewhat more difficult for either party to claim successfully thereafter that any of its terms have been altered or revoked.

The mutual promises which such an instrument necessarily contains are, in themselves, ordinarily a sufficient consideration on each side. It often happens, however, that one of the parties may endeavour to show that the terms, as embodied in the written agreement, have been changed by a subsequent conversation or verbal understanding. It is a general rule of law that the terms of a written instrument cannot be varied or changed by what the lawyer calls parole evidence, that is to say, by evidence of an alleged oral agreement or conversation inconsistent with, and which changes the terms of, the written contract. There is another rule of law, however, which admits evidence of a second agreement which is collateral to, but does not change the terms of, the original agreement.

It is well to remember that anything which opens, the door to a modification or enlargement

of the terms of the original contract by oral testimony is dangerous. If the contract in writing has been made and delivered, the safe rule is to insist that any subsequent understandings with respect to its subject matter be in writing also. When this rule is not followed, but the parties cover some additional details by conversation merely and make no memorandum of them in writing, the chances of a misunderstanding resulting are greatly enhanced. This does not presuppose necessarily any bad faith or deliberate attempt to mislead on either side. Recollections of an oral agreement often differ. When this is the case regrettable misunderstandings and difficulties are reasonably sure to follow. If a memorandum in writing is available for reference the possibility of misunderstanding is largely done away with. A reference to the writing will refresh the memories of the parties and determine the issue between them. Each will be satisfied, and neither will have a mental reservation with respect to the good faith or intentions of the other.

If, therefore, after one's contract has been signed, additional points arise which one desires to cover, or any modification or enlargement of the written terms is suggested, one should see to it that the new agreement is reduced to writing

and executed with the same formality as the original agreement. It has often been held that a written contract can be varied in its terms only by another written contract, executed with the same legal formalities as was the original. To guard one's self on these points is a simple matter and one well worthy of a little care and attention.

If a legal paper is to be recorded, it is necessary that it be acknowledged before a notary public or other official authorized to take acknowledgments by the laws of the state where the acknowledgment is taken. Contracts of sale are often not acknowledged, and when there is no possible need of recording the instrument this formality may be dispensed with. Here again, however, it is difficult to discount the future. In case of disagreement and a refusal, for instance, by the seller to convey, it may be of importance to the purchaser to be able to record his contract. The careful and conservative course, therefore, is to have the instrument acknowledged in the ordinary course when executed. If no acknowledgment of it by the parties is made, but the execution is duly witnessed and the witnesses sign, what is known as an acknowledgment by a subscribing witness may be added. This will have the same practical effect as if the

parties had acknowledged the execution personally. In such case the subscribing witness simply acknowledges that he acted as witness, knew the parties, and saw them execute the agreement.

Passing now from the formalities of execution to the terms embodied in the contract, the first important provision is the description of the property to be conveyed. As indicated at the opening of this chapter the description which is contained in the contract of sale is the description which will control. The seller, if he conveys to the purchaser land described in accordance with the description given in the sale contract, will be doing all that can be required of him so far as this term of the transaction is concerned. It is of manifest importance, therefore, that the description given be accurate and complete. If it is given only in very general terms, as is often the case, and a more detailed description is desired in the deed, the contract should contain a proviso that the deed description shall be by metes and bounds. Oftentimes the description in the agreement of sale is taken from the deed held by the seller. When this is done it will probably be sufficiently detailed and complete. If no survey of the property has been made, and hence no description by metes

and bounds is available, the contract may recite that a survey is to be made and that the deed description shall conform to it.

In many cases the description in the old deed, held by the seller, will simply refer to the property as bounded on the east by the lands of John Smith, on the south by the lands of Edward Jones, etc. When this is the When this is the case, and a similar description is to be inserted in the deed given by the seller, care should be taken to check the accuracy of the reference to the adjoining owners. Some of them may well have died, or conveyed to others, since the old deed was executed. If the land on the east formerly held by John Smith has been conveyed by him to another, or if John Smith has died and his son now owns the property, the correct name of the present adjoining owner should be given rather than the name of John Smith. A description of this character, depending for its validity only upon the reference to the adjoining properties, is dangerous, because it presupposes the correctness of the allegations as to the identity of the owners of these properties, and the validity of their titles.

The safer plan is to follow the description given in a properly filed map or survey and, in addition, to identify the property by a recital