TITLE XXIV. CONTRACTS. PART I.-FORMATION OF THE CONTRACT, §§ 2221 2380. PART II.-PARTIES TO THE CONTRACT, §§ 2381-2391. PART III.-MATTER OF THE CONTRACT, §§ 2392-2468. PART IV. DISCHARGE OF THE CONTRACT, §§ 24692582. PART V. REMEDIES FOR BREACH OF THE CONTRACT, §§ 2583-2643. PART VI. ASSIGNMENT OF THE CONTRACT, §§ 2644 2667. TITLE XXIV. CONTRACTS. PART I. THE FORMATION OF THE CON TRACT. CHAPTER CVI. THE FORMATION OF CONTRACTS GENERALLY. § 2221. The different kinds of contracts. § 2222. Agreement - Intentions must be expressed. § 2223. Promise defined - Promissory expressions not binding. § 2224. Representations, when binding. § 2225. Representations on which another acts — Estoppel. § 2221. The Different Kinds of Contracts.- Contracts are of three kinds, viz.: Simple contracts, contracts under seal, and contracts of record. According to the manner in which the agreement is formed, contracts are express and implied. An express contract is proved by words, written or spoken, expressing an actual agreement of the parties; an implied contract is proved by circumstantial evidence manifesting the intention of agreement. Contracts may also be of a mixed character in respect of the mode of making them; that is to say, partly expressed in words, and partly implied from acts and circumstances. "The only difference between an express and an implied contract is in the mode of proof. An express contract is proved by direct evidence; an implied contract, by circumstantial evidence. Whether the contract be proved by evidence, direct or circumstantial, the legal consequences resulting must be the same." A promise will be implied where equity and good conscience require one, even though none was expressly made. But a promise will not be implied where there is an express contract covering the subject-matter. Nor will a contract be implied where an express contract would for any reason be invalid." 2 $2222. Agreement Intentions must be Expressed. -Agreement consists where two persons are of the same mind and intention concerning the subject-matter. This 1 Whitehill v. Wilson, 3 Penr. & W. 405; 24 Am. Dec. 326. "Contracts are distinguishable in two classes: simple contracts and contracts by specialty; in other words, contracts by parol and contracts under seal. Contracts reduced to writing, but without seal, are comprehended under the first class, or simple contracts. There is no distinct class of contracts merely in writing": Perrine v. Cheeseman, 11 N. J. L. 388; 19 Am. Dec. 388. A certificate of permanent scholarship in a college is a valid contract: Trustees of Howard College v. Turner, 71 Ala. 429; 46 Am. Rep. 326. Leake on Contracts, 21; Marzetti state of mind or intention of one can be ascertained by another only by means of outward expressions, as words and acts. Therefore, the law excludes all questions concerning intentions unexpressed, and imputes to a person a state of mind or intention corresponding to the rational and honest meaning of his words and actions.' But as there must be a mutual communication between the parties of their intentions to agree, the law judges of an agreement between two persons exclusively from those expressions of their intentions which are communicated between them; and an intention not so communicated, or withdrawn before communicated, or communicated only to a third person, is in general inoperative and immaterial. to the question of agreement. Though a contract is formal and complete, yet if understood by the parties as a jest, it is not binding.3 ILLUSTRATIONS. A transaction consisted of the giving of a three-hundred-dollar check for a fifteen-dollar watch by way of mere frolic and banter, the one party not expecting to buy the watch, nor the other to sell it. Held, not to constitute a contract, and no recovery can be had upon the check, notwithstanding defendant retained the watch, and did not offer to return it until the trial: Keller v. Holderman, 11 Mich. 248; 83 Am. Dec. 737. § 2223. Promise Defined-Promissory Expressions not Binding. The intention of one party to observe the matter in question expressed to and accepted by the other, for the purpose of creating a right to its observance, constitutes a promise. But mere promissory expressions do 1 Leake on Contracts, 12; citing Cornish v. Abington, 4 Hurl. & N. 549; 28 L. J. Ex. 262; Pickard v. Sears, 6 Ad. & E. 469; Freeman v. Cooke, 2 Ex. 654. "The rule of law is that stated in Freeman v. Cooke. If, whatever a man's real intention may be, he so conducts himself that a reasonable man would believe that he was assenting to the terms proposed by the other party, and that other party, upon that belief, enters into the contract with him, the |