Another class of persons who are disabled from enforcing contracts are outlaws and persons under sentence for felony; see Bullock v. Dobbs, 2 B. & A. 250. They are, however, liable upon the contracts made by them while in that situation, though incapable of taking advantage of them; Macdonald v. Ramsey, Foster, C. L. 61.

There is one other class, I was about to say of individuals, but that would have been incorrect (for, although persons in the eye of the law, they are not individuals in common parlance), *regarding

[*239] whose power of contracting I have a few words to say, I mean corporations aggregate. A corporation aggregate consists, as you know, of a number of individuals united in such a manner that they and their successors constitute but one person in law. Thus, the mayor, aldermen, and burgesses of a borough are a corporation, and as such, have an existence distinct from that of the individual mayor and of the individuals enjoying the franchise of burgess, or post of alderman. But then, this corporate existence being an ideal one, and the creature of the law, it is obviously impossible that the corporation can contract in the

the United Kingdom capable of taking to him, his heirs, &c., any estate by devise, purchase, or inheritance of succession. These enactments, together with those which preceded them, make all children born of parents, either of whom is British or Irish, natural subjects, and thus relate equally to those born before and after the act of 7 & 8 Vict. c. 66, which also gives additional privileges to alien friends for the tenure of hereditaments, chattels real, as well as personal property, with the same rights and remedies as natural-born subjects. According to the previous provisions it seems that if the mother has married an alien enemy, her children, though the sons of an alien enemy, will still be entitled to all the rights and remedies of natural subjects, and that all contracts made by them can be enforced in our Courts.

same way as an ordinary person. Accordingly the law, the creature of which, as I have said it is, has provided for it a mode of contracting, namely, by its common seal, which, being affixed to the contract, authenticates it and makes it the deed of the corporation; and, as a general rule, that is the only way in which a corporation can contract; see Charlton v. Mayor, Aldermen, and Burgesses of Ludlow, 6 M. & W. 815.

But to this rule, as to most other general rules, necessity and the convenience of the world has occasioned some exceptions; the principal of which is that where an act of Parliament has created a corporation for mercantile purposes, it is allowed to enter without seal into certain contracts which are usually entered into without seal by commercial men; for instance, *bills of exchange (see Church v. Im[240] perial Gas Light Company, 6 Ad. & Ell. 846, 33 E. C. L. R., and R. v. Bigg, 3 P. Wms. 419). And there are some acts of trifling importance which every corporation may do without deed, and of which you will see an enumeration in Comyn's Digest, Franchises, F. 13, and the judgment of the Chief Justice of the Common Pleas in East London Waterworks Company v. Bailey, 4 Bingh. 283, 13 E. C. L. R. These exceptions seem, however, to depend on no settled principle; and the only safe general rule to rely upon in practice is, that a corporation can contract only by deed under its common seal, unless there be some express authority in favour of its being allowed to make the particular contract in question without seal, or unless there be some act of Parliament conferring on it powers different from those possessed by corporations in general. (See, for cases in which the power of a

See note on next page.

2 The excepted cases referred to in the decision in The East Lon

corporation to act without deed has been discussed, Broughton v. Manchester and Salford Waterworks Company, 3 B. & A. 1, 23 E. C. L. R.; Smith v. Birmingham Gas Light Company, 1 A. & E. 526, 28 E.

don Waterworks Co. v. Bailey, supra, were, 1, where the contract is executed; 2, where the acts done are of daily necessity, and too insignificant for the trouble of the seal; 3, where the corporation has a head, as a mayor or a dean, who may give commands; 4, where the act should from necessity be done immediately; and 5, where it is essential to a monied corporation, like the Bank of England, that it should have the power of issuing bills and notes. But the distinction between executed and executory contracts, which was the foundation of the first of those exceptions, was directly overruled in Church v. The Imperial Gas Co., 6 Ad. & Ell. 846, 33 E. C. L. R. That case, which decided that a corporation might maintain assumpsit for breach of an unsealed contract to accept gas from year to year at so much per annum, was rested on the second and fifth of the above exceptions, the contract being one of daily occurrence, and almost essential ("convenience amounting almost to necessity"), for the purposes of the corporation; and all the recent cases in England have been decided upon the same grounds; Beverley v. The Lincoln's Inn Gas Light and Coke Co., 6 Ad. & Ell. 829, 33 E. C. L. R.; Paine v. Strand Union, 8 Queen's Bench, 326, 55 E. C. L. R.; Mayor of Ludlow v. Charlton, 6 Mees. & Wels. 824; Lamprell v. The Billericay Union, 3 Exchequer, 306; Diggle v. London and Blackwall Railway Co., 5 Id. 442; Finlay v. Bristol and Exeter Railway Co., 9 Eng. Law & Eq. R. 483.

On this side of the Atlantic, however, a much more relaxed rule prevails, and it has long been settled that there is no distinction between the contracts of a corporation and a natural person, whether they are express or implied, either from acceptance of an executed consideration or from the ratification of acts done on its behalf by its members or others; Bank U. S. v. Dandridge, 12 Wheaton, 64; Proprietors v. Gordon, 1 Pick. 297; Ross v. City of Madison, 1 Smith (Ind.), 98; Gasset v. Andover, 21 Vermont, 102; and see many other cases collected in Angell and Ames on Corporations, 211, 212; 2 Kent's Com. 290 (whose statement of the law is referred to by Patteson, J., in Beverley v. Gas Co., supra), and the note to Mayor v. Charlton, 6 Mees. & Wels. 824, Am. Ed.

C. L. R.; Beverley v. Lincoln's Inn Gas Light Company, 6 A. & E. 844, 33 E. C. L. R.) (a)

[241]

*I have now specified the various classes of parties with regard to whose competency to enter into contracts, I had any particular observations to make, and now, assuming that none of the various cases of disability which I have mentioned arises, but that the parties entering into a contract are competent by law to do so, there remains one other very important subject to advert to, namely, the mode in which they

(a) The settled rule is, that for trivial matters frequently occurring, and essential to the business of the corporation, and such as do not admit of delay, actions of simple contract may be maintained, and the plaintiffs not required to show an engagement under the common seal. (Hull v. Mayor of Swansea, 5 Q. B. 526, 48 E. C. L. R.) But all important matters, neither of frequent occurrence nor of immediate urgency, such, for instance, as the appointment of an attorney to conduct important suits, must be contracted for under the seal of the corporation. (Arnold v. The Mayor of Poole, 4 M. & Gr. 860, 43 E. C. L. R.) But where a contract without seal, and yet not falling under any of the exceptions, has been performed on the part of the corporation, and the other party has benefitted by that performance, such contract ceases to be nudum pactum, and the corporation may enforce it in an action of assumpsit. (Fishmongers' Company v. Robertson, 5 M. & Gr. 131, 46 E. C. L. R.) The principle of this recent decision is, that the defendants, having received the full amount of the consideration, which was voluntarily performed by the plaintiffs, can have no need to sue on the contract themselves, though, as long as the contract remained wholly executory, neither could the company have sued on one which they could not have been compelled to perform, but which having performed on their part, they had a reasonable right to enforce against those who had reaped the benefit of their integrity.

A distinction was once taken between the power of corporations to sue on executed and executory contracts, which the case of Church v. The Imperial Gas Light Company, above cited, overruled.

The case of the Fishmongers' Company v. Robertson, shows that contracts of corporations not under seal are voidable, but not void. (See note on Contracts by "Public Companies," post, p. 257.)

gents

[*242]

may *become parties to the contract. And this must be in one of two ways: either personally or by the intervention of an agent.

There are few branches, perhaps no branch of the law of England, to which it becomes so often necessary to refer as that which regulates the rights of parties under contracts made by agents. The truth is, that as society is now constituted, the business of life has become so complicated that "no man's individual efforts can embrace all the subjects with which he is called on to deal." Hence we are obliged to transact a variety of business and enter into a variety of engagements through the medium of agents, the precise effect of whose acts in binding or advantaging us becomes of course a matter of the utmost practical importance. I cannot, however, attempt, in the time which remains to me for that purpose, to do more than state the general principles by which the subject (so far as relates to contracts) is regulated.

Generally speaking, whatever contract a man may enter into, in his own person, he may, if he think fit, appoint an agent to enter into in his behalf. There are, indeed, one or two exceptions to this rule, which arise out of the wording of certain acts of Parliament, requiring the intervention of the principal party himself in certain contracts. For instance, a man cannot appoint an agent to sign a writing for the purpose of exempting a case from the operation of the [*243] Statute of Limitations; Hyde v. Johnson, 2 Bing. N. C. 777, 29 E. C. L. R.

But, generally speaking, whatever contract a man may lawfully enter into himself, he may appoint an agent to enter into for him. Now the considerations on which I shall have occasion to touch relate to one of four points into which what I have to say on the sub