transaction incidental or foreign to the objects and daily business of the corporation? If it was incidental, as to repair the premises of the corporation (e); or a contract to buy or sell such goods as the corporation is formed to buy and sell (ƒ), or to purchase goods for the purposes of the corporation (g), such a matter does not require to be proved by the corporation seal. Thus, the East India Company has been held liable upon bills of exchange accepted on its behalf although its seal was not on them (h). When the goods to be supplied are not such as those in which the corporation usually deals (i); or when the contract is of such a magnitude, and of such an unusual description, as to require reasonably the formal and express assent of the corporation, the fact must be proved by writing under the corporate seal (); but magnitude per se is not an element in deciding whether a contract not under seal is binding on the corporation (1). It may be remarked, that the tendency of recent decisions is to restrict the general principle that corporations can only contract under seal. The courts are unwilling to hold such contracts void, merely because they are not evidenced by the corporate seal; and are more and more inclined to hold

(e) Saunders v. St. Neot's Union, 8 Q. B. 810.

(f) Church v. Imperial Gaslight and Coke Co., 6 A. & E. 846. (g) South of Ireland Colliery Co. v. Waddell, L. R., 4 C. P. 617;

38 L. J., C. P. 338.

(h) Murray v. East India Co., 5 B. & A. 204.

(i) Copper Miners Co. v. Fox, 16 Q. B. 229.

(k) Homersham v. Wolverhampton Railway Co., 6 Exch. 137.

(1) Per Erle, J., Henderson v. Australian Steam Navigation Co., 5 E. & B. 409.

corporations bound by them when they are entered into by duly appointed agents; but the agents of a corporation have no power to bind it by any act which the corporate body has not power to do. Corporations are bound by the misrepresentations of their agents (m); and it has been said by a high authority, that, "although corporations can only contract under seal, they are bound by their conduct, and by the acts of their solicitors, after their contract, just as an individual would be" (n). So, in torts, corporations are liable for the acts of their servants, although they have not been appointed under the corporation seal (o); and use and occupation may be maintained by a corporation against a tenant who has entered, but who has not been constituted by a demise under seal (p). Entry, occupation and payment of rent for corporate property under a demise not under seal will constitute a yearly tenancy (q).

Although it was at one time doubted how far a corporation was bound by an executed contract, not under seal, and of which the corporation had received the benefit; it is now settled that the corporation will be bound if it has accepted the benefit of the contract (r), except, of course, where any statute

(m) Conybeare v. New Brunswick Co., 8 Jur., N. S. 375.

(n) Per Lord St. Leonards, Eastern Counties Railway Co. v. Hawkes, 5 H. L. Cas. 376.

(0) Eastern Counties Railway Co. v. Brown, 6 Exch. 314; Goff v. Great Northern Railway Co., 3 E. & E. 672.

(P) Mayor of Stafford v. Till, 4 Bing. 77.

(q) Ecclesiastical Commissioners v. Morrall, L. R., 4 Ex. 162.

(r) Melbourne Banking Corporation v. Brougham, L. R., 4 App. Cas. 156; 48 L. J., P. C. 12.

intervenes, as in the case of contracts by urban authorities (s). Where goods which a corporation has contracted by parol to buy have been received by it, or after work is done and adopted for the purposes of the corporation, the objection that the contract was not under seal cannot be taken (t). The doctrines of acquiescence and part performance are applied by courts of equity to contracts by corporations or incorporated companies as well as to those by private individuals. Thus, where the directors of a railway company entered into an informal agreement, upon the faith of which certain works were executed on a spot where the company was constructively present, the company was held to the agreement (u). Even where the contract is ultra vires, and one which a corporation or incorporated company cannot lawfully enter into, still, if any benefit has been derived by the corporation or incorporated company from the contract, they are liable to the extent of such benefit. Thus, where a life assurance company granted marine policies, and the policies so granted were held void as being ultra vires, the holders were held to be entitled to recover from the company the amount of the premiums paid by them (x).

(s) See infra, p. 402.

(t) Sanders v. St. Neot's Guardians, 8 Q. B. 810.

(u) Laird v. Birkenhead Railway Co., Johns. 500; cf. Crook v. Corporation of Seaford, L. R., 6 Ch. 551; 18 W. R. 1147; and see Mayor of Kidderminster v. Hardwick, L. R., 9 C. P. 13; 43 L. J., C. P. 9; 22 W. R. 160.

(x) In re Phanix Life Assurance Co., 2 J. & H. 441.

CONTRACTS BY COMPANIES

Under the Companies Clauses Consolidation Act, 1845 (y), are provable under the following section:Sect. 97, "The power which may be granted to any committee to make contracts, as well as the power of the directors to make contracts on behalf of the company, may lawfully be exercised as follows; that is to say

"With respect to any contract which, if made

between private persons, would be by law. required to be in writing, and under seal, such committee or the directors may make such contracts on behalf of the company in writing, and under the common seal of the company, and in the same manner may vary or discharge the same:

"With respect to any contract which, if made by private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, such committee or the directors may make such contract on behalf of the company in writing, signed by such committee, or any two of them, or any two of the directors, and in the same manner may vary or discharge the same:

"With respect to any contract which, if made between private persons, would by law be valid, although made by parol only, and not reduced into writing, such committee or the

(y) 8 & 9 Vict. c. 16.

directors may make such contract on behalf of the company, by parol only, without writing, and in the same manner may vary or discharge the same:

"And all contracts, made according to the provisions herein contained, shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs, executors or administrators, as the case may be:

"And on any default in the execution of any such contract, either by the company or any other party thereto, such action or suit may be brought, either by or against the company, as might be brought had the same contracts been made between private persons only."

On this section it has been held, that where a company has had the benefit of a contract made by an agent, there will be evidence for a jury of such a contract (=).

By the 98th section, the directors are to cause minutes to be made of all contracts entered into by them, which minutes are to be signed by the chairman of the meeting, and in this form they are to be primâ facie evidence that the meeting has been duly convened, and that the persons attending were directors, &c., as the entry describes them.

The above act applies (a) to contracts made by companies which are incorporated by special acts, and

(2) Pauling v. London and North Western Railway Co., 8 Ex. 867. (a) Sect. 1.