Negotiations preceding a contract. Where there is an agreement between parties to enter into a contract in the future, and any essential part of the contract is left open, the agreement does not constitute a con- tract in itself; 156 Mass. 273. Such is the case also if the agreement itself shows that it was not intended to bind the parties, but that a formal contract was to be executed; 42 Mo. 118; 70 L. T. 781. But a mere refer- ence to a contract to be drawn up in the future is not conclusive that the parties are not bound by their original agreement, though it tends to show that such is the case; 102 Mo. 309; L. R. 18 Eq. 180. The question is one of intention to be gathered from the original agreement, in view of all the circumstances; 144 Ν. Υ. 209; Harriman, Cont. 52. Where negotiations are made "subject to the preparation and approval" or "comple- tion of a formal contract," they do not con- stitute a binding contract, whether the con- dition is expressed in the offer; [1895] 2 Ch. 1844; or in the acceptance; 7 Ch. D. 29; but "the mere reference to a future con- tract is not enough to negative the exist- ence of a present one: "8 Ch. D. 70. Where' a baker sold, and a company bought a shop, and the contract seemed complete in two letters, but afterward the company wrote a third letter introducing a new and vital term, viz., a restriction upon the baker's trading in the district, it was held that the three letters read together negatived the idea that the two letters constituted the contract; 42 Ch. D. 616. Where the ac- ceptance was "subject to the title being approved by our solicitor" it was held, that this meant no more than the liberty which every purchaser impliedly reserves to him- self of breaking off the contract if the vendor breaks it, by not making a good title. The Court of Appeals construed these words as a condition, but Lord Cairns, L. C., pointed out that they would, if so con- strued, imply that the vendor was free, but the purchaser bound; 4 App. Cas. 811. In 3 App. Cases 1124, in the House of Lords, it was said, in holding that a cor- respondence between parties constituted a complete contract, "If you can find the true and important ingredients of an agree- ment in that which has taken place be- tween two parties in the course of a cor- respondence, then, although the corre- spondence may not set forth, in a form which a solicitor would adopt if he were instructed to draw an agreement in writ- ing, that which is the agreement between the parties, yet, if the parties to the agree- ment, the thing to be sold, the price to be paid, and all those matters, be clearly and distinctly stated, although only by letter, an acceptance clearly by letter will not the less constitute an agreement in the full sense between the parties, merely because that letter may say, 'We will have this agreement put in due form by a solicitor." In the same case Lord Blackburn said that there must be a complete agreement, "if not there is no contract so long as the parties are only in negotiation. But the mere fact that the parties have expressly stipulated that there shall afterwards be a formal agreement prepared embodying the terms which shall be signed by the parties, does not by itself show that they continue merely in negotiation. It is a matter to be taken into account in construing the evi- dence and determining whether the parties have really come to a final agreement or not." Since the judicature acts in England, a tenant holding under an agreement for a lease of which specific performance would be decreed, stands in precisely the same position as if the lease had been executed; 21 Ch. D. 9. Qualities of contracts. Every agreement should be so complete as to give either party his action upon it; both parties must assent to all its terms; 8 Term 658; 1 B. & Ald. 681; 1 Pick. 278. To the rule that the contract must be obligatory on both parties there are some exceptions: as the case of an infant, who may sue, though he cannot be sued, on his contract; Add. Contr. 880; Stra. 937. See other instances, 6 East 307; 8 Taunt. 169; 5 id. 788; 8 B. & C. 232. There must be a good and valid consid- eration (q. v.), which must be proved though the contract be in writing; 7 Term 350, note (a); 2 Bla. Com. 444; Fonb. Eq. 335, n. (a). There is an exception to this rule in the case of bills and notes, which are of themselves prima facie evidence of con- sideration. And in other contracts (writ- ten), when consideration is acknowledged, it is prima facie evidence thereof, but open to contradiction by parol testimony. There must be a thing to be done which is not forbidden by law, or one to be admitted which is not enjoined by law. Fraudulent, immoral, or forbidden contracts are void. A contract is also void if against public policy or the statutes, even though the statute be not prohibitory but merely affixes a penalty; Poll. Contr. 259 et seq.; Chitty, Com. L. 215, 217, 222, 228, 250, 1 Binn. 110, 118; 4 Dall. 269, 298