and a right to inquire into the grounds of his action and overhaul his determination is absolutely excluded from the promisee and from all tribunals. It is sufficient for the result that he willed it. The law regards the parties as competent to contract in that manner, and if the facts are sufficient to show that they did so, their stipulation is the law of the case. The promisee is excluded from setting up any claim for remuneration, and is likewise debarred from questioning the grounds of decision on the part of the promisor or the fitness or propriety of the decision itself. The cases of this class are generally such as involve the feelings, taste, or sensibility of the promisor, and not those gross considerations of operative fitness or mechanical utility which are capable of being seen and appreciated by others. But this is not always so. It sometimes happens that the right is fully reserved, where it is the chief ground, if not the only one, that the party is determined to preserve an unqualified option, and is not willing to leave his freedom of choice exposed to any contention or subject to any contingency. He is resolved to permit no right in any one else to judge for him, or to pass on the wisdom or unwisdom, the justice or injustice, of his action. Such is his will. He will not enter into any bargain except upon the condition of reserving the power to do what others might regard as unreasonable. In the other class, the promisor is supposed to undertake that he will act reasonably and fairly and found his determination on grounds which are just and sensible; and from thence springs a necessary implication that his decision, in point of correctness and the adequacy of the grounds of it, are open considerations and subject to the judgment of judicial triors." On these principles, it was held, in the case from which this quotation is taken, that where a contract for the sale of a machine was entered into with great reluctance by the vendee on the solicitation of the vendor's agent, and it appeared that the vendee would not enter into the agreement until the warranty of satisfaction had been inserted in it, the jury were justified in finding that the vendee had reserved the absolute right to reject the machine.105

105 Wood Reaping & Mowing Mach. Co. v. Smith, 50 Mich. 565, 15 N. W. 906, 45 Am. Rep. 57.

But if the circumstances of the particular case fail to disclose anything positive in regard to the intention of the parties, the courts have felt obliged to consider the subjectmatter of the contract, and find therein an answer to the question whether the purchaser's expressed dissatisfaction. must be founded on reasonable grounds or may be entirely arbitrary. And first, where the contract calls for the delivery of an article to be specially made for the purchaser, or an article designed for his individual use or enjoyment, or an article primarily designed to please, and which may or may not please according to the taste and fancy of the individual, or the rendition of services which involve the expression of personality or the display of special gifts, and the purchaser or hirer agrees to accept and pay for the same only if "satisfactory" to him, it is held that this gives him the absolute and arbitrary right to reject the article or the services if he is not satisfied. It is not enough that he ought to be satisfied, or that reasonable persons would be satisfied in the circumstances. He is the sole judge, and is not even required to give reasons for his dissatisfaction or to show that any grounds therefor exist.106 In one of the cases cited, it appeared that defendant engaged plaintiff to make a portrait of his daughter, under an agreement that he was not to be compelled to pay for it unless it was satisfactory to him. It was held that the defendant had the right to refuse the picture on the ground that it was not satisfactory, without giving any reasons why he was dissatisfied with it. The court said: "It may be that the picture was an excellent one, and that the defendant ought to have been satisfied with it and accepted it; but under the agreement

106 Giles v. Paxson (C. C.) 40 Fed. 283; Gray v. Central R. Co. of New Jersey, 11 Hun (N. Y.) 70; Silsby Mfg. Co. v. Town of Chico (C. C.) 24 Fed. 893; Hart v. Hart, 22 Barb. (N. Y.) 606; Brown v. Foster, 113 Mass. 136, 18 Am. Rep. 463; Gibson v. Cranage, 39 Mich. 49, 33 Am. Rep. 351; Barrett v. Raleigh Coal & Coke Co., 51 W. Va. 416, 41 S. E. 220, 90 Am. St. Rep. 802; Koehler v. Buhl, 94 Mich. 496, 54 N. W. 157; McClure v. Briggs, 58 Vt. 82, 2 Atl. 583, 56 Am. Rep. 557; McCarren v. McNulty, 7 Gray (Mass.) 139; Tyler v. Ames, 6 Lans. (N. Y.) 280; Zaleski v. Clark, 44 Conn. 218, 26 Am. Rep. 446; Baltimore & O. Ry. Co. v. Brydon, 65 Md. 198, 611, 3 Atl. 306, 9 Atl. 126, 57 Am. Rep. 318; Haney-Campbell Co. v. Preston Creamery Ass'n, 119 Iowa, 188, 93 N. W. 297.

the defendant was the one person who had the right to decide this question. Where parties thus deliberately enter into an agreement which violates no rule of public policy, and which is free from the taint of fraud or mistake, there is no hardship whatever in holding them bound by it. Artists or third parties might consider the portrait an excellent one, but yet it might prove very unsatisfactory to the person who ordered it, although such person might be unable to point out with clearness or certainty the defects or objections; and if the person giving the order stipulates that the portrait, when finished, must be satisfactory to him, or else he will not accept it, and this is agreed to, he may insist upon his right as given him by the contract." 107 So, it is held that where a horse is sold with an agreement that the purchaser need not keep it unless it "suits" him or is "satisfactory" to him, the purchaser is not bound to be suited or satisfied because another person would be, but may be released from the contract on merely stating that he is not suited or satisfied, without giving reasons.108

With regard to contracts of employment, where the right is reserved to the employer to terminate the engagement if the services stipulated to be rendered are not satisfactory to him, it is held that he is not bound to state the reasons for his dissatisfaction, or to show that any third person would equally have been dissatisfied.109 This is especially true (as stated above) where the services to be rendered involve the display of unusual gifts or the exercise of unusual skill. Thus, where one was engaged to take part as a singer in a theatrical performance, and the contract provided that he might be discharged by the manager if, in the latter's estimation, his services should not be "satisfactorily rendered," it was held that he might be discharged at any time without the manager's giving any reason therefor, and the question whether his services were or should have been satisfactory should not be left to the jury.110 And the same rule applies,

107 Gibson v. Cranage, 39 Mich. 49, 33 Am. Rep. 351.

108 Housding v. Solomon, 127 Mich. 654, 87 N. W. 57; Lyons v. Stills, 97 Tenn. 514, 37 S. W. 280.

109 Hess v. Roberts, 124 App. Div. 328, 108 N. Y. Supp. 894; Magee v. Scott & Holston Lumber Co., 78 Minn. 11, 80 N. W. 781.

110 Peverley v. Poole, 19 Abb. N. C. (N. Y.) 271.

for the same reason, to contracts with actors and actresses, where a similar reservation of the right to terminate the employment is made.111

When the subject of sale is a machine or any mechanical device or appliance, and the condition is that it shall "satisfy" the purchaser or operate "satisfactorily," the cases are quite generally agreed in holding that this reservation does not merely mean that the machine should be a good one and do good work, which would be satisfactory to reasonable men using machinery, but it means that the purchaser has an option to accept or reject it, according as it does or does not give him satisfaction, as tested solely by his own judgment.112 But even in this case, according to some of the authorities, the purchaser cannot reject the article out of mere caprice or a senseless or pretended dissatisfaction. In a case in Vermont, a dairyman ordered certain pans, to be paid for if he was satisfied with them. In an action to recover the price, it was said: "We think the ruling of the court that the defendant had no right to say arbitrarily and without cause that he was dissatisfied, and would not pay for the pans, was sensible and sound. The pans were made with appliances to graduate the temperature of the milk by running water, and in that consisted their excellence. Without these they were like other pans, save their greater capacity. All this the defendant well knew. If a man orders a garment made of given material and fashion, and promises to pay if satisfied, he cannot say that the garment in material and manufacture is according to the order, and yet refuse to test the fit or pay for it. He must act honestly and in accordance with the reasonable expectations of the seller, as implied from the contract, its subject-matter, and sur

111 Parker v. Hyde & Behman Amusement Co., 53 Misc. Rep. 549, 103 N. Y. Supp. 731.

112 Hartford Sorghum Mfg. Co. v. Brush, 43 Vt. 528; Plano Mfg. Co. v. Ellis, 68 Mich. 101, 35 N. W. 841; Gray v. Central R. Co. of New Jersey, 11 Hun (N. Y.) 70; Wood Reaping & Mowing Mach. Co. v. Smith, 50 Mich. 565, 15 N. W. 906, 45 Am. Rep. 57; McClure v. Briggs, 58 Vt. 82, 2 Atl. 583, 56 Am. Rep. 557; Stutz v. Loyal-Hanna Coal & Coke Co., 131 Pa. 267, 18 Atl. 875; Singerly v. Thayer, 108 Pa. 291, 2 Atl. 230, 56 Am. Rep. 207; Haney-Campbell Co. v. Preston Creamery Ass'n, 119 Iowa, 188, 93 N. W. 297.

rounding circumstances. His dissatisfaction must be actual, not feigned." 113 But a sale of a machine "if it is satisfactory or does what is claimed for it" is obligatory on the buyer if the machine answers the warranty as to performance, whether the buyer is satisfied or not.114

Where the subject of sale is real estate, and the condition is that the purchaser shall be satisfied with the title to the property, the rule is somewhat different. Here he has no arbitrary right to reject, but must show a substantial reason for refusing to complete the sale. In other words, if he is offered a good and marketable title, free from all reasonable objections or criticisms, he is bound to be satisfied with it, and his mere assertion that he is not satisfied, not pointing out any defect or sensible ground of doubt, is of no avail.115 In such a case, "the law will determine for the defendant when he ought to be satisfied." 116 In another case it was said: "In sales of real estate, if a party contracts to sell a given piece of realty, and to convey a good and satisfactory title, the contract is met if the title conveyed is sufficient, and the vendee cannot nullify the contract by claiming that he is not satisfied, or by alleging frivolous exceptions to the chain of title. The rulings in these and similar classes of cases go upon the principle that the contracts of the parties must be reasonably construed; and, so construing them, it is held that all the one party has the right to demand of the other is such a performance of the contract as is reasonable in view of the subject of the contract." 117 But there are also a few cases which maintain that the purchaser is not bound to accept a title with which he is honestly dissatisfied, however unfounded his objections may be. These authorities rule that, while a fraudulent motive on the part of the purchaser would not be countenanced, yet the test of

113 Daggett v. Johnson, 49 Vt. 345. And see Singerly v. Thayer, 108 Pa. 291, 2 Atl. 230, 56 Am. Rep. 207.

114 Clark v. Rice, 46 Mich. 308, 9 N. W. 427.

115 Moot v. Business Men's Inv. Ass'n, 157 N. Y. 201, 52 N. E. 1, 45 L. R. A. 666; Pennington v. Howland, 21 R. I. 65, 41 Atl. 891, 79 Am. St. Rep. 774; Latrobe v. Winans, 89 Md. 636, 43 Atl. 829; Taylor v. Williams, 45 Mo. 80.

116 Folliard v. Wallace, 2 Johns. (N. Y.) 395. 117 Giles v. Paxson (C. C.) 40 Fed. 283.