the objectors, but in submitting forms of verdict to be used by the jury did not submit any form for use in case they found that the amount of the benefits and the amount of the assessment were exactly equal. Section 565 of chapter 24, supra, deals with the question of supplemental assessments, and among other things provides, "it shall be no objection to such assessment that the prior assessment has been levied, adjudicated and collected, unless it shall appear that in such prior cause upon proper issue made, it was specially found in terms, that the property objected for would be benefited by said improvement no more than the amount assessed against it in such prior proceedings." The effect of this quoted language is somewhat uncertain, owing to the fact that the legislature has not expressly provided for the framing of any such issue in the original proceeding. It is apparent, however, that there can be no such finding in the original proceeding except "upon proper issue made." In this case no objection or other writing was filed that raised that issue, and as the statute does not provide for such a finding except upon issue made, the question was not for submission to the jury here. Whether the issue can be made at all in the original proceeding in the present condition of our statute on local improvements we do not now decide. It is also objected that in each of the forms of verdict submitted the court implied that the property objected for would receive some benefit from the proposed improvement. The jury were clearly instructed that unless the improvement would add to the market value of the property the property would not be benefited. We do not think they could have been misled by the forms. The record is free from error, and the judgment will be affirmed. PHILIP C. DYRENFORTH et al. Appellees, vs. The Palmer PNEUMATIC TIRE COMPANY, Appellant. Opinion filed April 23, 1909. I. CONTRACTS-effect where a compromise agreement is made. If there is a dispute between the parties respecting their original contract and they voluntarily enter into a compromise agreement, it is not pertinent, in a suit on the compromise agreement, to go back of it and inquire into the merits of the contentions of the parties as to the original contract. 2. SAME when a contract is one of sale and not a license to manufacture. A contract whereby one company purports to "sell, assign, set over and transfer" all of its patents and property to another company, which is to pay a stipulated total price in quarteryearly payments, is not changed from a contract of sale to a license to manufacture under the patents because there is a provision for releasing the purchaser from further payments if certain of the patents are held invalid as the result of pending litigation. 3. ATTORNEY AND CLIENT-an attorney is not incapacitated from contracting with client. While a court of equity will closely scrutinize all dealings of an attorney with his client, and will, when such contract is called in question by the client, cast upon the attorney the burden of showing by satisfactory evidence that the contract was fairly and intelligently entered into by the client, yet the relation of the parties does not absolutely incapacitate the attorney from contracting with his client. 4. STATUTE OF FRAUDS when letter of acceptance is sufficient signing of the contract. A letter acknowledging the receipt of the draft of a contract, and stating that the contract is all right except that it is not clear as to a certain particular of the agreement but that it will be "fixed" and returned to the other party, is a sufficient signing of the contract to meet the requirement of the Statute of Frauds respecting oral contracts not to be performed within one year from the making thereof. 5. SAME-part performance takes contract out of the Statute of Frauds. A contract for the payment of commissions out of payments made under a contract of sale, which are to extend over a period of more than ten years, is taken out of the Statute of Frauds by the mutual performance of its terms and provisions by the parties for several years, during which time some thirty payments have been made. APPEAL from the Branch Appellate Court for the First District;—heard in that court on appeal from the Circuit Court of Cook county; the Hon. THOMAS G. WINDES, Judge, presiding. HIRAM T. GILBERT, for appellant. GEORGE A. CHRITTON, for appellees. Mr. JUSTICE VICKERS delivered the opinion of the court: This suit was begun by a bill in equity filed by Philip C., William H., Julius W. and Douglas Dyrenforth, as partners, under the name of Dyrenforth & Dyrenforth, against John F. Palmer, J. S. Driver and the Palmer Pneumatic Tire Company, for an accounting, injunction and other relief. Upon the hearing the bill was dismissed as to Palmer and Driver, but as to the Palmer Pneumatic Tire Company (hereinafter called the Palmer Company) there was a finding and decree for the complainants in accordance with the prayer of the bill. From the decree the Palmer Company appealed to the Appellate Court for the First District. From this judgment of the Appellate Court affirming the decree below the Palmer Company has prosecuted a further appeal to this court. The main features in the case as presented by the bill and testimony are as follows: Appellees for a number of years prior to 1898 were engaged in the practice of patent law in the city of Chicago, where they reside and maintain their office. The Palmer Company is an Illinois corporation engaged in the sale of pneumatic tires manufactured under patents owned by it. During the time of the transactions out of which this controversy grows, John F. Palmer and E. A. Driver owned practically all the stock in the Palmer Company and managed and controlled its affairs. Appellees for a number of years had been the patent attorneys for the Palmer Company, and in that capacity had given legal advice, prosecuted applications for patents and represented said company in its patent litigation. For these services appellees were paid, from time to time, such compensation as their services were worth, but they had no contract, no retainer and no salary. While neither party was obliged to continue the relation, neither was disposed to dissolve it. In the winter of 1894 and 1895 Douglas Dyrenforth was in England on business connected with the Palmer Tire Company, an English corporation, and while there he sold the Palmer British and continental patents for $150,000. For this service the appellees were paid a special compensation of five per cent on the amount of the sale. The business relations of the parties continued without interruption. In 1898 Douglas Dyrenforth was again in England, and while there he received a cablegram from E. A. Driver saying that he desired to sell the Palmer Company and requesting Mr. Dyrenforth to investigate. Conditions abroad being regarded as unfavorable, Mr. Dyrenforth returned without attempting to make a sale. Soon after his return negotiations were had which resulted in Douglas Dyrenforth being employed to make a sale of all the property, including its patents, belonging to the Palmer Company. There is some conflict in the evidence in regard to the amount of compensation of Douglas Dyrenforth in case a sale was effected, but that there was such employment, and valuable services rendered in pursuance thereof, is admitted. Under the agreement the minimum price at which a sale was authorized was $250,000. The Palmer Company did no manufacturing. It owned numerous patents and employed other companies to manufacture its goods under them. The B. F. Goodrich Company, of Akron, Ohio, had for many years manufactured substantially all of the goods sold by the Palmer Company. The Goodrich Company thus became acquainted with the extent of the business and the value of the patents of the Palmer Company. After his employment to sell the property Douglas Dyrenforth immediately opened up negotiations with the Goodrich Company with a view of selling the property of the Palmer Company to it. These negotiations were successful. On September 26, 1898, a contract was entered into, by which the Palmer Company sold, assigned and conveyed all its property to the Goodrich Company for the consideration of $394,750, payable in installments of $35,000 per year, payable in four equal quarterly payments on the first days of October, January, April and July in each year, such payments to begin on the first day of October, 1898, and to end on the first day of October, 1909, and said Goodrich Company to pay $1000 on the first day of January, 1910, at which time all payments by said company under the agreement would cease. After the sale was consummated a controversy arose between appellant and appellees in regard to the compensation appellees should receive for effecting the sale of the appellant's property. Appellees contended that there was an express agreement that their compensation should be ten per cent of the amount for which the property sold, while appellant contended that their compensation was to be five per cent. The difference in regard to appellees' compensation was discussed in letters passed between the parties, in communications by telephone and in conversations had between Mr. Palmer on the one hand and Philip C., William H. and Douglas Dyrenforth on the other. On September 27, 1898, the following letter was mailed to appellant: "JOHN F. PALMER, Esq. "Sept. 27, 1898. Palmer Pneumatic Tire Co., 133-139 Clinton St., City. "Dear Sir-When our firm was consulted by you on the matter of selling out your business, an agreement was entered into with you that we should conduct negotiations with a view of selling the business outright or granting a selling license on the basis of a royalty regulated by the number of tires sold. It was expressly agreed that if the sale was effected we should receive ten per cent of the amount received by your company and if a royalty arrangement was consummated we should receive five per cent. In case of sale we should be chargeable with the expenses incurred by us and in case of an arrangement on a royalty you should be charged with |