Definition
A contractual phrase establishing that the value of goods (or, by extension, other property) shall be determined by two named or designated appraisers — one identified as "A" and one as "B" — whose joint assessment fixes the price or compensable amount under the agreement. The phrase operates as a valuation mechanism embedded in a contract: rather than specifying a fixed price, the parties delegate price-setting to identified individuals acting as appraisers.
In practice, such clauses appear in sale-of-goods agreements, partnership dissolution provisions, insurance policies, and any contract where the parties agree in advance that value will be ascertained by a third-party process rather than negotiation at the time of performance. The identity of the appraisers may be named specifically or defined by role (e.g., "one appraiser selected by each party").
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Common Confusion
The term is easily misread as a general reference to appraisal as a concept. It is, in fact, a term of art describing a specific bilateral appraisal structure — two appraisers, one designated by each party — which is distinct from a single neutral appraiser, a panel of three, or a formal arbitration clause. Researchers should not conflate "appraised by A and B" provisions with arbitration clauses: the appraisers set value; they do not adjudicate disputes or render awards on legal rights.
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Why It Matters in Research
This phrase will surface almost exclusively in 19th-century American contract disputes, particularly in New York and other commercial jurisdictions with active mercantile litigation. The single historical citation — 13 Wend. (N.Y.) 95 — places the operative case in New York's Wendell Reports, from the Supreme Court of Judicature, roughly 1834. Researchers should treat this as a narrow, period-specific locution rather than a continuing term of art.
Several research traps apply:
First, modern legal databases will not index this phrase as a keyword. Researchers looking for equivalent doctrine should instead search for "bilateral appraisal clause," "two-appraiser valuation," or "umpire appraisal" provisions in contract law.
Second, the doctrinal lineage of this clause is the direct ancestor of modern appraisal clauses in property insurance (where each party appoints an appraiser and the two appraisers may select an umpire), shareholder dissenters' rights statutes (where fair value is determined by appraisal), and real estate purchase agreement contingency clauses. Understanding the "appraised by A and B" structure helps researchers trace how courts treated valuation delegation — as a condition precedent, a covenant, or a quasi-arbitral mechanism — which affects questions of enforceability, waiver, and remedy.
Third, 19th-century courts were inconsistent about whether failure of one appraiser to act excused performance, voided the contract, or triggered court-appointed substitution. That doctrinal instability is not visible from the dictionary entry alone; the Wendell Reports case is the entry point for understanding the New York treatment.
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Historical Dictionary Support
Rapalje and Lawrence's entry is a citation placeholder rather than a developed definition: the entire entry reads "AND B., (agreement that goods shall be). 13 Wend. (N. Y.) 95." This reflects the lexicographic style of the period — the dictionary functions as a case-finder rather than an explanatory text, directing practitioners to primary authority rather than synthesizing doctrine.
The entry confirms that by the 1880s (and reaching back to the 1834 Wendell decision), "appraised by A and B" was a recognized contractual formula with defined legal consequences, not merely a casual description. The lack of any definitional text suggests the phrase was sufficiently well understood by practitioners that elaboration was unnecessary.
No other historical dictionaries in the Law Mind corpus appear to address this specific phrase. Bouvier's Law Dictionary and Black's Law Dictionary treat "appraisal" and "appraisement" generally but do not isolate the bilateral two-appraiser clause as a distinct entry. Researchers should not infer from this silence that the doctrine was unimportant — rather, it was likely subsumed under broader appraisement and valuation entries.
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Jurisdictional Note
The historical authority is exclusively New York. Whether equivalent doctrinal treatment applied in other states during the 19th century would require independent research in state reporters. Modern equivalents — bilateral appraisal clauses in insurance and real estate — are addressed by statute or standard-form contract in most U.S. jurisdictions, but the specific enforceability rules vary.
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Encyclopedia Cross-Reference
Shareholders — Appraisal Rights (Dissenters' Rights) (Law Mind Business Organizations & Corporate Law Encyclopedia) — for the modern statutory descendant of bilateral appraisal as a valuation mechanism.
Contingencies — Financing, Inspection, Appraisal, and Title Contingencies (Law Mind Real Estate Transactions & Construction Encyclopedia) — for how appraisal clauses function as conditions in modern real estate contracts.
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