132 Nontrading corporations. When cre ated for special Lowe v. L. & N. W. Ry. Co. 18 Q. B. 632, 21 L. J. Q. B. 361. The company was held liable in an action for use and occupation when there had been an actual occupation for corporate purposes, partly on the ground that a parol contract for the occupation was within the statutory powers of the directors and might be presumed: cp. the next case. Pauling v. L. & N. W. Ry. Co. 8 Ex. 867, 23 L. J. Ex. 105. Sleepers supplied to an order from the engineer's office and accepted: there was no doubt that the contract could under the Companies Clauses Consolidation Act be made by the directors without seal, and it was held that the acceptance and use were evidence of an actual contract. Henderson v. Australian Royal Mail &c. Co. 5 E. & B. 409, 24 L. J. Q. B. 322. Action on agreement to pay for bringing home one of the Company's ships from Sydney. Here it was distinctly laid down that "where the making of a certain description of contracts is necessary and incidental to the purposes for which the corporation was created" such contracts need not be under seal (by Wightman J.): "The question is whether the contract in its nature is directly connected with the purpose of the incorporation " (by Erle, J.) Same Company v. Marzetti, 11 Ex. 228, 24 L. J. Ex. 273. Action by the company on agreement to supply provisions for its passenger ships. Reuter v. Electric Telegraph Co. 6 E. & B. 341, 26 L. J. Q. B. 46. Where the chief point was as to the ratification by the directors of a contract made originally with the chairman alone, who certainly had no authority to make it. Claim of Ebbw Vale Company, 8 Eq. 14, decides that one who sells to a company goods of the kind used in its business need not ascertain that the company means so to use them, and is not prevented from enforcing the contract even if he had notice of an intention to use them otherwise. As concerns non-trading corporations, the question has never been decided by a Court of Appeal. But the weight of the most recent authorities, together with the analogy of those last considered, seems practically to give a sufficient warrant for the statement made above, that all contracts necessary and incidental to the purposes for which the corporation exists may be made without seal, at least when the corporation has been established ties. "Necessary and for special purposes by a modern statute or charter. On the incidental" rule as thus limited the latest case is Nicholson v. Bradfield don't want Union (a), where it was held that a corporation is liable without a contract under seal for goods of a kind which must be from purposes: State of authori contracts seal. (a) L. R. 1 Q. B. 620. time to time required for corporate purposes, at all events when they have been actually supplied and accepted. Earlier decisions are as follows: Sanders v. St. Neot's Union, 8 Q. B. 810, 15 L. J. M. C. 104. Iron gates for workhouse supplied to order without seal and accepted. Paine v. Strand Union, ib. 326, 15 L. J. M. C. 89, is really the same way, though at first sight contra: the decision being on the ground that making a plan for rating purposes of one parish within the union was not incidental to the purposes for which the guardians of the union were incorporated: they had nothing to do with either making or collecting rates in the several parishes, nor had they power to act as a corporation in matters confined to any particular parish. Clarke v. Cuckfield Union, 21 L. J. Q. B. 349 (in the Bail Court, by Wightman, J.) Builders' work done in the workhouse. The former cases are reviewed. Haigh v. North Brierly Union, E. B. & E. 873, 28 L. J. Q. B. 62. An accountant employed to investigate the accounts of the union was held entitled to recover for his work as "incidental and necessary to the purposes for which the corporation was created," by Erle, J., Crompton, J. doubting. In direct opposition to the foregoing we have only one decision, but a considered one, Lamprell v. Billericay Union, 3 Ex. 283, 18 L. J. Ex. 282. Building contract under seal, providing for extra works on written directions of the architect. Extra work done and accepted but without such direction. Held, with an expression of regret, that against an individual this might have given a good distinct cause of action on simple contract, but this would not help the plaintiff, as the defendants could be bound only by deed. With regard to municipal corporations, (and it is presumed Municipal` corporaother corporations not created for definite public purposes) the tions, &c.: ancient rule seems to be still in force to a great extent. An action Old rule in force, will not lie for work done on local improvements (a), or on an semble. agreement for the purchase of tolls by auction (b), without an agreement under seal. The Court of Common Pleas has very 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. (a) Mayor of Ludlow v. Charlton, 6 M. & W. 815. (b) Mayor of Kidderminster v Hardwick, L. R. 9 Ex. 13. Appoint ments to offices by corpora tions. The admission of a ship into the dock is a matter of frequent and ordinary occurrence and sometimes of urgency (a). There has also been little disposition to relax the rule in the case of appointments to offices, and it seems at present that such an appointment, if the office is of any importance, must be under the corporate seal to give the holder a right of 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. 433, 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, 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 (a) Wells v. Kingston-upon-Hull, L. R, 10 C. P. 402. 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. to enforce It has been decided (as indeed it is obvious in principle) that No equity inability to enforce an agreement with a corporation at law by informal reason of its not being under the corporate seal does not create agreement any jurisdiction to enforce it in equity (a). against corporation. Right of tions to sue Tenancy The rights of corporations to sue upon contracts are somewhat more extensive than their liabilities. When the corporation has corporaperformed its own part of the contract so that the other party on conhas had the benefit of it, the corporation may sue on the contract tracts exe cuted. though not originally bound (U). For this reason, if possession is given under a demise from a corporation which is invalid for want and occu of the corporate seal, and rent paid and accepted, this will consti- pation. tute a good yearly tenancy (e) and will enable the corporation to enforce any term of the agreement which is applicable to such a tenancy (d), and a tenant who has occupied and enjoyed corporate lands without any deed may be sued for use and occupation (e). 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" (ƒ). And a person by whose permission a cor (a) Kirk v. Bromley Union, 2 Phill. 640. (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. (d) 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. (e) 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. (f) Doe d. Pennington v. Taniere, 12 Q. B. 998, 1013, 18 L. J. Q. B. 49, poration has occupied lands may sue the corporation for use and occupation (a). Corpora In the case of a yearly tenancy the presumption is of an tions liable actual contract, but the liability for use and occupation belongs on quasicontracts rather to the class of obligations quasi ex contractu, which we generally call by the very inconvenient name of "contracts implied in contract. law" (b). 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" (e). It was held much earlier that trover could be maintained against a corporationa decision which, as pointed out in the case last cited, was analogous in principle though not in form (7). Statutory Forms of contracting otherwise than under seal are provided forms of by many special or general Acts of Parliament creating or regulating corporate companies, and contracts duly made in those forms are of course valid (e). 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 107. 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 (f). The general results seem to stand thus: (a) Love v. L. & N. W. By. Co. (b) The liability existed at com- (c) Hall v. Mayor of Swansea, 5 The like of a quasi corporation em. powered to sue and be sued by an officer, Jefferys v. Gurr, 2 B. & Ad. 833. (d) Yarborough v. Bank of Eng. land, 16 East 6. See early cases of trespass against corporations cited by Lord Ellenborough at p. 10. (e) See Mr. Justice Lindley's account (1. 370-4). (f) Frend v. Dennett, 4 C. B. N. S. 576, 27 L. J. C. P. 314. |