since a corporation can manifest its legal existence only through the acts of its agents. And as a corporation, in virtue of its perpetual succession and freedom from all or most of the disabilities which may in fact or in law affect natural persons, has powers exceeding those of a natural person, so those powers have to be defined and limited by sundry rules of law, partly for the protection of the individual members of the corporation, partly in the interest of the public.

We proceed to deal with these topics in the order indicated and first of the exceptions to the capacity of natural persons to bind themselves by contract.

:

Infants

to bind

by contract.

General

I. INFANTS.

An infant is not absolutely incapable of binding himself, Incapacity but is, generally speaking, incapable of absolutely binding themselves himself by contract (a). His acts and contracts are voidable at his option, subject to certain statutory and other exceptions, which are partly definite, partly not definable of the law. in terms but capable of reasonable definition in practice, and partly both indefinite and doubtful. The following seems the nearest approach to a statement in general terms that can safely be made.

statement

By the common law a contract made by an infant is generally voidable at the infant's option, such option to be exercised either before (b) his attaining his majority or in a reasonable time afterwards.

Where the obligation is incident to an interest (or at all events to a beneficial interest) in property, it cannot be avoided while such interest is retained.

Exceptions

A. Void agreements.

By the Infants' Relief Act, 1874, loans of money to

(a) Stated in this form by Hayes, (b) As to this see p. 58, below. J., 14 Ir. C. L. R., at p. 356.

infants, contracts for the sale to them of goods other than necessaries, and accounts stated with them are absolutely void; and no action can be brought on a ratification of any contract made during infancy.

(When the agreement of an infant is such that it cannot be for his benefit, it is said to be absolutely void at common law; but this distinction is exceedingly doubtful, if not altogether exploded by modern authorities.)

An infant's contract is valid if it appears to the Court to be beneficial to the infant, and in particular if it is for necessaries.

Explanation. "Necessaries" include all such goods, commodities, and services as are reasonably necessary for the use and benefit of a person in the circumstances and condition of life of the contracting party.

Moreover in certain cases infants are enabled to make binding contracts by custom or statute.

An infant is not liable for a wrong arising out of or immediately connected with his contract, such as a fraudulent representation at the time of making the contract that he is of full age. But an infant who has represented himself as of full age is bound by payments made and acts done at his request and on the faith of such representations, and is liable to restore any advantage he has obtained by such representations to the person from whom he has obtained it.

1. Of the contracts of infants in general at common of infants' law, and as affected by the Act of 1874.

contracts in general:

supposed

are wholly

It will be convenient to depart somewhat from the and as to order of the foregoing general statement for the purpose of distinction considering this whole subject together. It has been com- that some monly said that an agreement made by an infant, if such void. that it cannot be for his benefit, is not merely voidable, but absolutely void; though in general his contracts are

Examina

tion of authorities:

only voidable at his option (a). This distinction, it is submitted, is in itself unreasonable, and is supported by little or no real authority, while there is considerable authority against it. The unreasonableness of it seems hardly to need any demonstration. The object of the law, which is the protection of the infant, is amply secured by not allowing the contract to be enforced against him during his infancy, and leaving it in his option to affirm or repudiate it at his full age (b). Moreover the distinction is arbitrary and doubtful, for it must always be difficult to say whether a particular contract cannot possibly be beneficial to the party. As for the authorities, the word void is no doubt frequently used: but then it is likewise to be found in cases where it is quite settled that the contract is in truth only voidable. And as applied to other subject-matters it has been held to mean only voidable in formal instruments (c) and even in Acts of Parliament (d). Thus the language of textwriters, of judges, and even of the legislature, is no safe guide apart from actual decisions.

But when we look at the decisions they appear to establish in the cases now in question only that the conas to bonds. tract cannot be enforced against the infant, or some other collateral point equally consistent with its being only voidable, except when they show distinctly that the contract is voidable and not void. Thus an infant's bond with a penalty and conditioned for the payment of interest has been supposed to be wholly void; but nothing more is decided than that being under seal it cannot be ratified save by an act of at least equal solemnity with the original

(a) Another distinction is made as to deeds taking complete effect by delivery or otherwise. See Shepp. Touchst. 233; Co. Lit. 51 b, note; 3 Burr. 1805; 2 Dr. & W. 340. But this is of little practical importance, and not material to the present subject.

(b) We are now speaking only of the common law.

(c) Lincoln College's Ca. 3 Co. Rep. 59b; Doe d. Bryan v. Bancks, 4 B. & Ald. 401; Malins v. Freeman, 4 Bing. N. C. 395.

(d) Compare Davenport v. Reg. (J. C., from Queensland), 3 App. Ca. at p. 128. with Governors of Magdalen Hospital v. Knotts, 4 App. Ca. 324, in which case this latitude has at last been restrained.

:

trade.

instrument in the case referred to one judge (Bayley, J.) rested his judgment simply on the law stated by Coke, who only says that an infant's bond with a penalty, even if given for necessaries, shall not bind him (a). A stronger case is Thornton v. Illingworth (b), where the judges said in terms that an infant's contract to buy goods for the pur- Purchase poses of trade is absolutely void, not voidable only: but all of goods in that had to be decided was that a ratification after action brought was no answer to the defence of infancy; and the dicta, as pointed out by Mr. Benjamin, are inconsistent with a former case of higher authority (but which seems not to have been cited) where an infant was allowed to sue on a trading contract for the purchase of chattels, the only special circumstance being that he had already paid part of the price, so that it was clearly for his benefit that he should be able to enforce the contract. The decision was put on this ground in the Court of K.B. by Lord Ellenborough, but the broader opinion was expressed by Dampier, J., that the other party could in no case avoid the contract, and that the contracts of infants are as to their validity of two kinds only, those which are clearly for the infant's benefit and therefore bind him, and those which are not so and are voidable at his option. The Court of Exchequer Chamber affirmed the judgment without calling on counsel to support it, holding that "the general law is that the contract of an infant may be avoided or not at his own option," and that this case was no exception (c). In a much Contract later case the following opinion was given by the Court of Queen's Bench on the conviction of a servant for unlawfully absenting himself from his master's employment:

66

Among many objections one appears to us clearly fatal. He was an infant at the time of entering into the agreement, which authorizes the master to stop his wages when the steam engine is stopped

(a) Baylis v. Dineley, 3 M. & S. 477; Co. Lit. 172 a. The case is not accepted without question in America: Parsons on Contracts, 269 n. (1st ed.).

(b) 2 B. & C. 824.

(c) Benjamin on Sale, 23; Warwick v. Bruce, 2 M. & S. 205, in Ex. Ch. 6 Taunt. 118.

of service.

Leases.

working for any cause. An agreement to serve for wages may be for the infant's benefit (a); but an agreement which compels him to serve at all times during the term but leaves the master free to stop his work and his wages whenever he chooses to do so cannot be considered as beneficial to the servant. It is inequitable and wholly void. The conviction must be quashed" (b).

But this decided only that the agreement was not enforceable against the infant. The Court cannot have meant to say that if the master had arbitrarily refused to pay wages for the work actually done the infant could not have sued him on the agreement. Again, it is said that a lease made by an infant, without reservation of any rent (or even not reserving the best rent), is absolutely void. But this opinion is strongly disputed in Bacon's Abridgment, and also disapproved by Lord Mansfield, whose judgment Lord St. Leonards has adopted as good law, though the actual decision was not on this particular point in either case (c). And in a modern Irish case (d) it has been expressly decided that at all events a lease made by an infant reserving a substantial rent, whether the best rent or not, is not void but voidable; and further that it is not well avoided by the infant granting another lease of the same property to another person after attaining his full age. The Court inclined to think that some act of notoriety by the lessor would be required, such as entering, bringing ejectment, or demanding possession; however there was another reason, namely, that the second lease might be construed as only creating a future interest to take effect on the determination of the first. With regard to the first

(a) It seems that prima facie it is so, even if it contains clauses imposing penalties, or giving a power of dismissal, in certain events: Wood v. Fenwick, 10 M. & W. 195; Leslie v. Fitzpatrick, 3 Q. B. D. 229, distinguishing Reg. v. Lord (next note).

(b) Reg. v. Lord, 12 Q. B. 757, 17 L. J. M. C. 181, where the head note rightly says "void against the

infant."

(c) Bac. Ab. 4. 361; Zouch v. Parsons, 3 Burr. 1794 (where the decision was that the reconveyance of a mortgagee's infant heir, the mortgage being properly paid off, could not be avoided by his entry before full age): Allen v. Allen, 2 Dr. & W. 307, 340.

61.

(d) Slator v. Brady, 14 Ir. C. L.