Memorandum

An Informal instrument recording some fact or agreement: so called from its beginning, when it was made In Latin. It Is sometimes commenced with this word though written in English: as, “Memorandum, that it is iigreed;” or it is headed with the words. Be it remembered that, etc. The term memorandum is also applied to the cause of an instrument. A note to help the memory. Bissell v. Beckwith, 32 Conn. 517. A letter may be amemorandum. Id. The word is also used in England to designate the objects for which a trading corporation is formed. The term prospectus is commonly used in the United States. See Prospectus. In English Practice. The commencement of a record in king’s bench, now written In English, “Be it remembered," 'and which gives name to the whole clause. It is only used in proceedings by bill, and not in proceedings by original, and was In- Tldd, Pract 776. Memorandum Is applied, also, to other forms and documents in English practice: e. g. memorand'um in error, a document alleging error in fact and accompanied by an affidavit of such matter of fact 16 & 16 Viet c. 76, § 16a Kerr’s Act Law. Proceedings in error are now abolished in civil cases; Jud. Act, 1876. Also, a memorandum of appearance, etc., in the general sense of an informal instrument, recording some fact or agreement A memorandum of association is a document subscribed by seven or more persons for the purpose of forming themselves into an incorporated company, with or without limited liability. 3 Steph. Com. 20. in Contracts. A writing required by the Statute of Frauds. See Note ob Memoban-

Lat. To be remembered ; be it remembered. A formal word with which the body ot a record in the court of king's bench anciently commenced. Townsh. Pi. 486; 2 Tidd, Pr. 719. The whole clause is now, in practice, termed, from this initial word, the "memorandum," and its use is supposed to have originated from the circum-stauce that proceedings "by bill" (in which alone it has been employed) were formerly considered as the by-business of the court. Gilb. Com. PI. 47, 48 Also an informal note or instrument embodying something that the parties desire to fix in memory by the aid of written evidence, or that is to serve as the basis of a future formal contract or deed. This word is used in the statute of frauds as the designation of the written agreement, or note or evidence thereof, which must exist in order to bind the parties in the cases provided. The memorandum must be such as to disclose the parties, the nature and substance of the contract, the consideration and promise, and be signed by the party to be bound or his authorized agent. See 2 Kent, Comm. 510.

— Memorandum articles. In the law of marine insurance, this phrase designates the articles' of merchandise Which are usually mentioned in the memorandum clause, (q. v.,) and for which the underwriter's liability is thereby limited. See Wain v. Thompson, 9 Serg. & R. (Pat) 120, 11 Am. Dec. 675.

— Memorandum cheek. See Check.

— Memorandum clause. In a policy of manne insurance the memorandum clause is a clause inserted to prevent the underwriters from being liable for injury to goods of a peculiarly perishable nature, and for minor damages. It begins as follows: "N. B. Com, fish, salt, fruit, flour, and seed are warranted free from average, unless general, or the ship be stranded,"—meaning that the underwriters are not to be liable for damage to these articles caused by seawater or the like. Maude & P. Shipp. 371; Sweet.

— Memorandum in error. A document alleging error in fact, accompanied by an affidavit of such matter of fact

— Memorandum of alteration. Formerly, in England, where a patent was granted for two inventions, one of which was not new or not useful, the whole patent was bad, and the same rule applied when a material part of a patent for a single invention had either of those defects. To remedy this the statute 5 & 6 Wm. IV. c. 83, empowers a patentee (with the fiat of the attorney general) to enter a disclaimer (q. v.) or a memorandum of an alteration in the title or specification of the patent, not being of such a nature as to extend the exclusive right granted by the patent, and thereupon the memorandum is deemed to be part of the letters patent or the specification. Sweet.

— Memorandum of association. A document to be subscribed by seven or more persons associated for a lawful purpose, by subscribing which, and otherwise complying with the requisitions of the companies' acts in respect of registration, they may form themselves into an incorporated company, with or without limited liability. 3 Steph. Comm. 20.

— Memorandum sale. See Sale.

I. and eng. To be remembered; be it remembered; a formal word with which the body of a record in the court of King's Bench anciently commenced; a special clause in an instrument, to which attention is particularly required; a brief note in writing of some transaction, or an outline of an Intended instrument. Memorandum check: a check intended not to be presented immediately for payment; a check given by a borrower of money to be held by the lender and redeemed by the borrower. Memorandum of agreement: a writing required by the Statute of Frauds, to bind the parties in certain cases.

Let it be remembered. When legal instruments were in Latin, a writing, for which no technical form was prescribed, but which was drawn up to embody and preserve some transaction, often commenced with the word memorandum, — let it be remembered, — and then procame to be the name of any informal writing. It has some technical uses. It was applied in former practice in English common-law courts to two or three papers often used in suits. Thus, in proceedings by bill, there was a record of incidental proceedings which was called the memorandum. The note made of a party's appearance was called memorandum of appearance. Memorandum of agreement. The statutes of frauds prohibit recovery upon agreements embraced within certain classes, unless a note or memorandum of the agreement is made and signed by the party sought to be charged. No particular form or requisites are, in general, required in these memoranda: if the essential elements of a valid contract can be gathered from the paper, this is sufficient. The word memorandum is doubtless employed to signify that the writing may be informal. Memorandum articles. Articles as to which the liability of an insurer is usually limited by a special clause in or accompanying the policy, known as the memorandum clause. Memorandum of association. A document to be subscribed by seven or more persons associated for a lawful purpose, by subscribing which, and otherwise complying with the requisitions of the companies acts in respect of registration, they may form themselves into an incorporated company, with or without limited liability. 3 Steph. Com. 20. Memorandum check. It is very customary among merchants for a borrower to give his check instead of his note to the lender, for the amount of the loan; writing upon the check, however, the contraction mem., for memorandum. This signifies that the check shall not be presented at bank, but the maker wiU redeem it at the agreed time. What is known among merchants as a " memorandum check " is distinguishable, in view of the usage relative to such checks, and operates as an unconditional promise to pay the sum of money mentioned. The word memorandum is to be regarded not as something superadded to change the legal effect of a previously existing instrument, but as a part of the original paper. TurnbuU v. Osborne, 12 Abb. Pr. N. 8. 200. policy of insurance, now usually incorporated in it, limiting the liability of insurers with respect to certain specified articles and risks. Memorandum in error. A writing, signed by a party desirous to bring " error in fact " for the purpose of reversing a judgment, or by his attorney. This species of memoi-andum was entitled in the court and in the cause, and delivered to one of the masters of the com-t in which the judgment has been given, accompanied by an affidavit of the matter of fact wherein the alleged error consists. Kerr Act. Law. But proceedings in error have been abolished in civil cases by the judicature acts, and orders under them.

insurance, is a clause in a policy limiting the liability of the insurer. Its usual form is as follows, namely, “ N. B. Corn, fish, salt, fruit, flour and seed, are warranted free from average, unless general, or the ship be stranded: sugar, tobacco, hemp, flax, hides and skins, are warranted free from avers age, under five per cent.; and all other goods, also the shipand freight, are warranted free from average, under three per cent. unless general or the ship be stranded.” Marsh. Ins. 223.