
3 U.S. 505 (____)
3 Dall. 505
REED
versus
INGRAHAM.
Supreme Court of United States.

BY THE COURT:  The action is well brought, as it is founded on a contract, in which the Defendant expressly stipulates, that he will receive the stock from, and pay the price to, *506 Joseph Boggs, or his order. On general principles of law, stock contracts cannot be regarded as negotiable; but a contractor may certainly make himself liable as if they were so; and the maxim, modus et conventio vincunt leges, applies forcibly to the case.
With respect to the alledged inconvenience, that in the present form of action the Defendant is debarred from the benefit of a set-off, it would be enough to answer, that as this is the consequence of his own act and agreement, he has no reasonable cause of complaint: But it is also obvious, that when the contract was assigned, and the present action was instituted, there did not exist between him and Boggs any mutual debt, or demand, which could be the subject of defalcation, upon the principles of the act of Assembly.
VERDICT for the Plaintiff.
