i8 ' HARVARD LAW REVIEW answer to addressee's inquiry, that the letter would not be re- voked. The majority of the court speak as if the letter were an evidence of indebtedness or even a negotiable instrument, so that the paper itself was taken by the addressee in payment of the pre- cedent debt. But, if the offer theory is sound, the transaction be- tween holder and addressee was really this: in consideration of the discharge of debt, the holder agreed to and did deliver the written offer to addressee so as to permit the latter to proceed to accept it. The discharge of the debt could not be an acceptance, for the terms of the offer exclude such a construction. Again, what did the issuer represent, which he is now estopped to deny, — addressee having changed his position on the faith of the representations? We may agree that after the letter was acted upon no claim of fraud in its inception might be urged. But in connection with the more difficult point as to revocation and the use made of the letter by the holder, what does the letter represent? It- purports to be an authority to draw bills and a clearly implied promise to accept and pay them; and the answer to addressee's inquiry, beyond being a representation of the genuineness of the paper, is but promissory — promising in effect that the letter would not be revoked and that payment of drafts thereunder would not be stopped. And yet the court palpably feels that there is something else involved in the very issuance of a letter of this sort, — that inherently and by gen- eral commercial understanding it represents something else. What is this something else? What can it be but that the issuer had funds of the holder to the amount of the letter which he held by the direc- tion of the holder to the use of the addressee subject to the terms of the letter? If the letter amounted to such a representation, then, the moment the addressee acted thereon and changed his position on the faith thereof, the issuer was estopped to deny that he held the money to addressee's use, and was liable, whether the change of position amounted to an acceptance of an offer or not. Other courts have taken a similar view of such letters.^^ ^* "He had funds either in cash or credit with the defendants and entered into a contract with them to pay a sum for him to the plaintiffs." Shaw, C. J., in Carnegie V. Morrison, 2 Met. (Mass.) 381 (1841). "Anyone to whom such letter might be shown in the course of business, as the predicate of a transaction, would infer and be justified in the belief, that the writer had agreed to be bound for the usee of it, either for his accommodation or because he was indemnified by effects in hand, or upon some good consideration, and would not
