and omissions in the past, or which may result from the present condition of things.

Witness the hands and seals of said A. B. and C. D. hereto interchangeably set, this

day of

A. D. 18

7. RELEASE OF DEBTORS UPON A COMPOSITION OF CREDITORS. Whereas C. D. of was on the first day of January last indebted to divers persons, to an amount in the aggregate larger than he was able to pay in full: and whereas he, on that day, made such statement of his affairs to his creditors, at a meeting called and held for that purpose, as induced all of said creditors to enter into an agreement with him to receive in full for their several claims an amount equal to fifty per cent. thereof, if paid at any time prior to the first day of July next: and whereas fifty per cent. of the amount due me as one of said creditors has this day been paid me now therefore, in consideration of said payment and of the other matters herein before recited, I hereby release and discharge the said C. D. from all claims and demands of every kind, nature, and character whatsoever. Witness my hand and seal, this

day of

18

A. B. [L. S.]

GENERAL NOTE. Receipts and releases are prima facie evidence of the facts stated in them, but are never so far conclusive as to estop a party clearly proving that they were executed upon an error or mistake. A release in full of all demands, carefully executed, will be binding and conclusive upon the parties, unless evidence of fraud or mistake be clear and conclusive. A release of one of several joint promissors, unless specially reserving rights against the others, will release all. So, a release of several wrong doers generally releases all. An agreement not to sue one of several joint debtors will not discharge the others. The learning upon this subject is sufficiently refined and technical, so that a party who is about to release one of several joint debtors, or joint wrong doers, or a principal party, or property pledged as collateral security, where there are endorsers, sureties, or guarantors, should consult reliable counsel.

CHAPTER XLV.

OF TENDER.

EVERY person against whom claim is made has the privilege of making an offer in satisfaction of the claim. This offer is called a tender. Where the claim is for money, tender of the amount which the debtor admits to be due might, at common law, be made at any time before suit brought. By statute provision in most of the States, it may now be made after suit is brought; but when so made, must include the costs of suit up to the time of the offer. The importance of this subject is considerably diminished by a modern statute provision, now become quite common; in pursuance of which a defendant may, at any time, offer judgment to the plaintiff for the amount which he admits to be due, with costs to the time of the offer. This is more convenient than a tender, and, with reference to claims upon which suits are pending, it is in most respects equally effective.

At common law, a tender was required to be an unconditional offer of the money, unaccompanied by any qualifying words, or by a demand or a request of anything beyond the mere receipt of the money by the claimant, who is not under obligations to give a receipt therefor. The money must not, therefore, be offered on condition that the claimant will give a receipt for it, or as the whole amount due to the claimant. To avoid the possibility of misunderstanding, it is well that the offer be in writing, which, if sent by a messenger, may be as follows:

"Sir, the bearer is directed by me to pay or tender to you $400, in respect of the debt claimed by you to be due from.

me.

Such tender will be unconditional and without reserve, and, if accepted, will be without effect upon any claim you have on me for any additional sum.

Dated, &c.

Yours, &c.

A. B."

The kind of money with which a tender may be made in this country is specified in the Constitution of the United States, Art. 1, Sects. 8 and 10. A tender of bank notes is, however, sufficient, unless objected to at the time on that account. Bank of United States vs. Bank of Georgia, 10 Wheat., 333.

Properly, the exact amount of what the debtor desires to offer should be produced and counted. The party must, therefore, have the money about him, so that he may produce it and count it, if necessary. The production of the money, however, and the actual offer of it to the creditor, are dispensed with, if, when it is about to be produced, and the amount is named, the claimant declares he will not take it, because more is due. Hazard vs. Loring, 10 Cush. 267.

So, if the creditor absents himself, with the design of evading it, that will excuse the production of the money. The exact amount due, as nearly as can be, must be offered: but, of course, the offer of a larger amount than is claimed, will not invalidate the tender.

After a tender has been made, the party making it must hold himself ready, at all reasonable times and proper places, to pay over the sum tendered, if it is subsequently demanded. Tucker vs. Buffum, 16 Pick., 46; Town vs. Trowe, 24 Pick., 168.

If the creditor accepts a tender properly made, he does not thereby admit the sum received is all that is due him, and may still bring an action for the balance. A tender, though not accepted, is an admission by the party making it, that he owes the amount tendered. Where a suit is brought upon a claim on which tender has been made, the defendant must plead his tender, and must allege that he has been at all times, and is now, ready to pay the amount tendered, and must bring the money into court and deposit it. The real

question to be tried, in a case in which tender has been made, is, whether the defendant is indebted beyond the amount tendered; and the plaintiff is entitled, in any event, to that

amount.

The offer of judgment, under modern statutes, is, in this respect, to be preferred; as, if the offer is not accepted by the plaintiff within a time usually limited by the statutes, the defendant has the benefit of the offer, and, unless the plaintiff recovers a greater amount, will be entitled to recover his costs accruing thereafter in the suit, while the whole question remains open to be tried, and the plaintiff may not recover anything.

57

CHAPTER XLVI.

OF THE LAW OF SHIPPING.

SECTION 1. General Principles.

THIS is a subject of such extent, that volumes are written upon it. We We can, of course, in this chapter, only speak very briefly of some of the simpler elementary principles, which govern the ownership, use, and management, of this class of property.

Ships and vessels are personal property. But, as we have already stated, title to them should be acquired by bill of sale. This is the only mode of transferring title which is recognized by the maritime courts of all nations. A bill of sale must be executed by the owner of the vessel, the master having no authority to sell, except in extreme cases. Upon a sale in port, delivery is necessary. When a vessel is at sea, delivery of the grand bill of sale, as it is called, passes the title, subject only to such lawful conveyance as may be made by the master before notice of the transfer.

To give to a ship an American character and protection, it is necessary that it should be registered at the custom house of the district in which the owner lives; and to entitle it to such registration, the owner, or part owner, must be a citizen of the United States. Upon every change of title a bill of sale is necessary, in order to effect a registry of such sale; and an unregistered vessel can sail on no voyage with the protection arising out of a national character or national papers.

The regulation of the transfer of vessels arises mainly out of national legislation: but the State legislatures have regulated the subject in some points.