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ments (a), or on an agreement for the purchase of tolls by auction (b), without an agreement under seal. The Court of Common Pleas has lately held that where a municipal corporation owns a graving dock a contract to let a ship have the use of it need not be under the corporate seal. This was put however on the ground that the case does fall within the ancient exception of convenience resting on the frequency or urgency of the transaction. The admission of a ship into the dock is a matter of frequent and ordinary occurrence and sometimes of urgency (c).

ments to

There has also been little disposition to relax the rule Appointin the case of appointments to offices, and it seems at offices by present that such an appointment, if the office is of any corporaimportance, must be under the corporate seal to give the holder a right of a action for his salary or other remuneration. This appears by the following instances:

Appointment of attorney: Arnold v. Mayor of Poole, 4 M. & Gr. 860. It is true that the corporation of London appoints an attorney in court without deed, but that is because it is matter of record: see pp. 882, 896. But after an attorney has appeared and acted for a corporation the corporation cannot, as against the other party to the action, dispute his authority on this ground: Faviell v. E. C. Ry. Co. 2 Ex. 344, 17 L. J. Ex. 223, 297. Nor can the other party dispute

it after taking steps in the action: Thames Haven, &c. Co. v. Hall, 5 M. & Gr. 274. Cp. Reg. v. Justices of Cumberland, 17 L. J. Q. B. 102.

Grant of military pension by the East India Company in its political capacity: Gibson v. E. I. Co. 5 Bing. N. C. 262.

Increase of town clerk's salary in lieu of compensation: Reg. v. Mayor of Stamford, 6 Q. B. 434, L. J. Dig. 6. 422.

Office with profit annexed (coal meter paid by dues) though held at the pleasure of the corporation: Smith v. Cartwright, 6 Ex. 927, 20 L. J. Ex. 401. (The action was not against the corporation but against the person by whom the dues were alleged to be payable. The claim was also wrong on another ground.)

Collector of poor rates: Smart v. West Ham Union, 10 Ex. 867,

(a) Mayor of Ludlow v. Charlton,

6 M. & W. 815.

(b) Mayor of Kidderminster v.

Hardwick, L. R. 9 Ex. 13.

(c) Wells v. Kingston-upon-Hull, L. R. 10 C. P. 402.

tions.

No equity to enforce informal

24 L. J. Ex. 201; but partly on the ground that the guardians had not undertaken to pay at all, the salary being charged on the rates; and wholly on that ground in Ex. Ch., 11 Ex. 867, 25 L. J. Ex. 210. Clerk to master of workhouse: Austin v. Guardians of Bethnal Green, L. R. 9 C. P. 91.

Dunstan v. Imperial Gas Light Co. 3 B. & Ad. 125, as to director's fees voted by a meeting; but chiefly on the ground that the fees were never intended to be more than a gratuity.

Cope v. Thames Haven, &c. Co. 3 Ex. 841, 18 L. J. Ex. 345: agent appointed for a special negotiation with another company not allowed to recover for his work, the contract not being under seal nor in the statutory form, viz. signed by three directors in pursuance of a resolution, although by another section of the special Act the directors had full power to "appoint and displace .. all such managers,

officers, agents . as they shall think proper." It seems difficult to support this decision; this was not like an appointment to a continuing office; and cp. Reg. v. Justices of Cumberland, 17 L. J. Q. B. 102, where under very similar enabling words an appointment of an attorney by directors without seal was held good as against third parties.

It has been decided (as indeed it is obvious in principle) that inability to enforce an agreement with a corporation. agreement at law by reason of its not being under the corporate seal against does not create any jurisdiction to enforce it in equity (a).

corpora

tion.

Right of

corporations to sue on

contracts executed.

The rights of corporations to sue upon contracts are somewhat more extensive than their liabilities. When the corporation has performed its own part of the contract so that the other party has had the benefit of it, the Tenancy corporation may sue on the contract though not originally and occu- bound (b). For this reason, if possession is given under a demise from a corporation which is invalid for want of the corporate seal, and rent paid and accepted, this will constitute a good yearly tenancy (c) and will

pation.

(a) Kirk v. Bromley Union, 2 Phill. 640; Crampton v. Varna Ry. Co. 7 Ch. 562.

(b) Fishmongers' Co. v. Robertson, 5 M. & Gr. 131. The judgment on this point is at pp. 192-6; but the dictum contained in the passage

"Even if . . . against themselves," pp. 192-3 (extending the right to sue without limit) is now overruled. See Mayor of Kidderminster v. Hardwick, L. R. 9 Ex. 13, 21.

(c) Wood v. Tate, 2. B. & P. N. R. 247.

enable the corporation to enforce any term of the agreement which is applicable to such a tenancy (a), and a tenant who has occupied and enjoyed corporate lands without any deed may be sued for use and occupation (b). Conversely the presumption of a demise from year to year from payment and acceptance of rent is the same against a corporation as against an individual landlord: "where the corporation have acted as upon an executed contract, it is to be presumed against them that everything has been done that was necessary to make it a binding contract upon both parties, they having had all the advantage they would have had if the contract had been regularly made" (c). And a person by whose permission a corporation has occupied lands may sue the corporation for use and occupation (d). In the case of a yearly Corporatenancy the presumption is of an actual contract, but the tions liable liability for use and occupation belongs rather to the class contracts generally. of obligations quasi ex contractu, which we call by the very inconvenient name of "contracts implied in law" (e). It is settled that in general a cause of action of this kind is as good against a corporation as against a natural person. Thus a corporation may be sued in an action for money received on the ground of strict necessity; "it cannot be expected that a corporation should put their seal to a promise to return moneys which they are wrongfully receiving" (f). It was held much earlier that trover could be maintained against a corporation—a decision which, as

(a) Eccles. Commrs. v. Merral, L. R. 4 Ex. 162. By Kelly, C. B., this is correlative to the tenant's right to enforce the agreement in equity on the ground of part performance, sed qu.

(b) Mayor of Stafford v. Till, 4 Bing. 75. The like as to tolls, Mayor of Carmarthen v. Lewis, 6 C. & P. 608, but see Serj. Manning's note, 2 M. & Gr. 249.

(c) Doe d. Pennington v. Taniere, 12 Q. B. 998, 1013, 18 L. J. Q. B. 49. (d) Lowe v. L. & N. W. Ry. Co. 18 Q. B. 632, 21 L. J. Q. B. 361.

(e) The liability existed at common law, and the statute 11 Geo. 2, c. 19, s. 14, made the remedy by action on the case co-extensive with that by action of debt, see Gibson v. Kirk, 1 Q. B. 850, 10 L. J. Q. B. 297. Since the C. L. P. Act the statute seems in fact superfluous.

(f) Hall v. Mayor of Swansea, 5 Q. B. 526, 549, 13 L. J. Q. B. 107. The like of a quasi corporation empowered to sue and be sued by an officer, Jefferys v. Gurr, 2 B. & Ad. 833.

on quasi

forms of

pointed out in the case last cited, was analogous in principle though not in form (a). Sometimes it is stated as a general rule that corporations are liable on informal contracts of which they have in fact had the benefit: but the extent and existence of the supposed rule are very doubtful (b).

Statutory Forms of contracting otherwise than under seal are contract. provided by many special or general Acts of Parliament creating or regulating corporate companies, and contracts. duly made in those forms are of course valid. But a statute may on the other hand contain restrictive provisions as to the form of corporate contracts, and in that case they must be strictly followed. An enactment that contracts of a local board whose value should exceed 10l. should be in writing and sealed with the seal of the local board has been held, though with great reluctance and even indignation, to be imperative. The claim, like sundry others above mentioned, was for extra work done without any formal order, the principal work being provided for by a contract in due form (c). The general results seem to stand thus:

Summary of results.

In the absence of enabling or restrictive statutory provisions, which when they exist must be carefully attended

to

A trading corporation may make without seal any contract incidental to the ordinary conduct of its business; but it cannot bind itself by negotiable instruments unless the making of such instruments is a substantive part of that business, or is provided for by its constitution (d). A non-trading corporation, if expressly created for special

(a) Yarborough v. Bank of England, 16 East 6. See early cases of trespass against corporations cited by Lord Ellenborough at p. 10.

(b) Hunt v. Wimbledon Local Board (C. A.), 4 C. P. D. at pp. 53, 57.

(c) Frend v. Dennett, 4 C. B. N. S. 576, 27 L. J. C. P. 314; a later similar decision is Hunt v. Wimble

don Local Board, 3 C. P. D. 208, in C. A. 4 C. P. D. 48. In Eaton v. Basker (C. A.), April 12, 1881, revg. s.c. 6 Q. B. D. 201, it was decided that a provision of this kind in the Public Health Act, 1875, applies only to contracts known at the time of making them to exceed the specified "value or amount of 50%. (d) See p. 141, supra.

purposes, may make without seal any contract incidental to those purposes; if not so created, cannot (it seems) contract without seal except in cases of immediate necessity, constant recurrence, or trifling importance.

In any case where an agreement has been completely executed on the part of a corporation, it becomes a contract on which the corporation may sue.

The rights and obligations arising from the tenancy or occupation of land without an express contract apply to corporations both as landlords and as tenants or occupiers in the same manner (a) and to the same extent as to natural persons.

A corporation is bound by an obligation implied in law whenever under the like circumstances a natural person would be so bound.

It is much to be wished that the whole subject should be reviewed and put on a settled footing by the Court of Appeal, and that those cases which are already virtually overruled should be expressly declared to be no longer of authority.

2. Negotiable Instruments.

instru

The peculiar contracts undertaken by the persons who Negotiable issue or indorse negotiable instruments must by the nature ments. of the case be in writing. A bill of exchange is defined as a written order for the payment of a certain sum of money unconditionally; a promissory note as a written promise to pay a certain sum of money unconditionally (b). The acceptance of a bill of exchange, though it may be verbal as far as the law merchant is concerned, is required by statute to be in writing (19 & 20 Vict. c. 97, s. 6, extending and superseding 1 & 2 Geo. 4, c. 78, s. 2, now expressly repealed by the Stat. Law Revision Act, 1873). Additional forms were required in the case of negotiable instruments for less than 107. by 17 Geo. 3, c. 30; but this was

(a) Assuming Finlay v. Bristol and Exeter Ry. Co. 7 Ex. 409, 21 L. J. Ex. 117, not to be now law.

(b) Smith, Merc. Law, 199, and as to promissory notes, 3 and 4 Ann, c. 8 [Rev. Stat: al. 9] s. 1.

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