Opinion of the Court, per WRIGHT, J. agreement for the sale of goods by the firm of L. V. & E. T. Church to Herman White, in the following words: "I will be responsible for all such goods as Mr. White shall buy of the Messrs. Church, within one year from date, which shall not be paid for according to the terms of the written contract. July 1, 1852. (Signed) M. BROWN." The guarantee bore even date with the principal agreement, and was executed simultaneously therewith. The referee before whom the case was tried found that this was a promise to answer for the debt, default or miscarriage of White; and decided that it was void, under the statute of frauds, because no consideration was expressed, as required by the statute. Judgment having been entered on his report, in favor of the defendant, and affirmed at general term, the plaintiffs took this appeal. Campbell & McMaster, for the appellants. Brown, respondent, in propriâ personâ. *WRIGHT, J.-The statute requires every spe* 316 ] cial promise to answer for the debt, default or miscarriage of another, to be in writing, subscribed by the party to be charged thereby, and expressing therein the consideration. The consideration and promise must be expressed in the instrument, or the agreement is void (2 R. S. 135). The referee held, in this case, that the agree ment of the defendant was void, because no consideration was expressed therein, as required by the statute; and this is the single point for review. Neither the English statute of frauds, nor ours, prior to the revised statutes, in terms, required the consideration to be expressed in an agreement to answer for the debt or default of another; but the courts had held, before the verbal change of the statute in this respect, that the consideration and promise must both be expressed in Opinion of the Court, per WRIght, J. the writing. (Sears v. Brink, 3 Johns. 210; Douglass v. Howland, 24 Wend. 35.) The revised statutes, therefore, added nothing but what had been judicially determined as necessary to fulfil the requirements of this noted statute, as it was originally adopted in England, and in this state. I know of no case, in the courts of this state, before or since the revised statutes, holding that where, from the whole instrument, the consideration does not expressly, or by necessary inference, appear, the omission may be supplied by parol proof, and the statute satisfied in that way. An undertaking to answer for another, is unquestionably within the statute, unless the consideration be expressed in the instrument subscribed by the promissor. But how expressed? Certainly, it has never been deemed absolutely necessary that any particular form of words should be used in expressing the consideration. It has been held, often, that a seal expresses the consideration, within the meaning of the statute. The same rules of construction are applicable to collateral, as to original undertakings, in implying or inferring the consideration from the terms of the instrument. It is enough, said PRATT, J., in delivering the opinion of the court in the Union Bank v. Coster's Executors (3 N. Y. 203), if, from the whole instrument, the consideration, expressly, or by necessary inference, appears, *so that it be clear [ * 317 that such, and no other, was the consideration upon which the promise was made. (Douglass v. Howland, 24 Wend. 35; Allen v. Jaquish, 21 Wend. 628.) To hold, at this late day, that, for the purpose of satisfying the statute, a particular form of words, expressive of the consideration, must be written in a guarantee, would be to overthrow a series of decisions extending through the last half century. In Stadt v. Lill (9 East 348), the written guarantee was in these words: "I guarantie the payment of any goods which I. Stadt delivers to I. Nicholls." It was objected, Opinion of the Court, per WRIGHT, J. that there was no consideration stated for the promise; but Lord ELLENBOROUGH held, that the stipulated delivery of the goods to Nicholls, was a consideration, appearing on the face of the writing, and when the delivery took place, the consideration attached. In Bailey v. Freeman (11 Johns. 221), the defendant signed a guarantee attached to the agreement of one Blanche, to deliver merchandise to the plaintiff, in these words: "I do hereby guaranty the performance of the above agreement, and every part thereof, on the part of N. Blanche to be performed, at the time, and to the amount, therein mentioned." It was urged, that the guarantee was void for not expressing a consideration, but the court said that the guarantee was part of an entire contract, consisting of the agreement signed by Blanche, and the guarantee signed by the defendant, and, that as a consideration was apparent on the face of the original agreement, the agreement was good. In Rogers v. Kneeland (10 Wend. 219), it appeared, that L. Morgan & Sons wrote to N. Rogers & Sons, requesting them to indemnify Kneeland against damages and costs, in a litigation which Kneeland was conducting for the benefit of the Morgans; Rogers & Sons indorsed upon this letter, and signed, the following promise: "We will promptly comply with the request of L. Morgan & Sons, as contained in the within order." The objection that there was no consideration expressed in it, was overruled. The judgment of the supreme court was unanimously affirmed in the court of errors (13 Wend. 115), WALWORTH, Chancellor, delivering the opinion of the court, in which he said, "there is sufficient consideration on the face of * 318 ] *this agreement, to take out of the statute of frauds; if, from the terms of the whole agreement (the letter and guarantee), thus taken together, a sufficient consideration for the collateral promise or guarantee appears, it is sufficient." In Marquand v. Hipper (12 Wend. 520), the guarantee was in these words: "I do guaranty and agree to become Opinion of the Court, per WRIGHT, J. security for the amount of any value, in silver or money, not exceeding $400, that Marquand & Brother, may, from time to time, for the ensuing two years, put into the hands of I. I. M., for the purpose of manufacturing into work, and that, upon such deficiency being proved, if said M. refuses to pay, that I will assume to pay the same, with interest on the amount, from time due." The court said "The consideration sufficiently appears on the face of the instrument; it is the putting into the hands of M., by the plaintiff, of any amount of silver, not exceeding $400, for the purpose of being manufactured by him." In Staats v. Howlett (4 Denio 559), the guarantee was as follows: "To B. P. Staats-I hereby obligate myself to hold you harmless for any indorsement you may make for, or have made, for the late firm of P. H. & F., not exceeding $5,000." The court held, that the consideration was expressed, so far as related to future indorsements. In Union Bank v. Coster's Executors (3 N. Y. 203), Hechscher & Coster, merchants in New York, sent to Kohn, Darrow & Co., in New Orleans, a letter of credit as follows: "Sirs-We hereby agree to accept and pay, at maturity, any draft or drafts on us, at sixty days' sight, issued by Kohn, Darrow & Co., of your city, to the extent of $25,000, and negotiated through your bank." At the foot of this was the following guarantee, signed by John G. Coster:-"I hereby guaranty the due acceptance and payment of any draft or drafts issued in pursuance of the above credit." The court held, that, construing the two instruments together as one instrument, the consideration. for the guarantee was sufficiently expressed. In Gates v. McKee (13 N. Y. 232), the guarantee was as follows: "Mr. Gates-Sir: I will be responsible for what stock Mr. E. McKee has had, or may want hereafter, to the amount of $500." It was held, that the instrument expressed the consideration, *within the requirements of the statute. [ * 319 Opinion of the Court, per WRIGHT, J. In truth, the principle runs through all the cases, that these contracts of guaranty are to be construed by the same rules as original undertakings, with the exception that the consideration must appear on the face of the writing; whereas, in original contracts it may be shown by parol. A reasonable construction is to be given to the instrument, and if, from the terms of it, the consideration for the promise is necessarily inferrible, it is expressed in it, within the meaning of the statute. Of the cases above cited, in no single one was the consideration expressly stated in the writing, but in each and all of them was apparent, by a reasonable construction of the terms or language of the instrument. Another rule, also, is applicable to this class of contracts, viz., the construing together, as one instrument, two or more instruments given at the same time, and relating to the same subject-matter. This rule was applied in Rogers v. Kneeland (13 Wend. 115), and in Union Bank v. Coster's Executors (3 N. Y. 203). In the former case, Chancellor WALWORTH said:"When the guarantee, or promise to pay the debt of another, is made at the same time with the agreement to which it is collateral, and is indorsed thereon, and refers thereto, the whole is to be taken together as an entire agreement, for the purpose of ascertaining whether it is a valid agreement within the provisions of the statute. And if, from the terms of the whole agreement, thus taken together, a sufficient consideration for the collateral promise or guarantee appears, it is sufficient." In the latter case, PRATT, J., uses this language: "When a guarantee is given at the same time with the principal contract, and forms a part of the entire transaction, if the consideration be stated in the principal contract, though none be stated in the guarantee, it will suffice." Now, if the cases cited, and especially that of the Union Bank v. Coster's Executors, which arose long subsequently to the revised statutes, are to be followed as authority, |