§ 973. So strictly has this rule been interpreted, that even a § 892 ticket of admission to a theatre during a season, or to a grand-stand during the races, can afford no irrevocable title to the party purchasing it; but after notice of revocation, he can be removed by the owner of the premises, without assigning any reason, and without so much as returning the price of the ticket; and his only remedy, if any, is to bring an action, founded on a breach of contract, against the person who sold the ticket, or against those who authorised its sale. It further deserves notice, that, while a mere personal licence of pleasure, as the privilege of hunting, will be revocable, whether granted by parol, or under seal, the privileges of hunting, fishing, or shooting, if granted to a party and his assigns, and if coupled with a right of taking away the game when killed, will be profits à prendre, and as such may be, and can only be, irrevocably granted by deed.3

§ 974. Although a parol demise of an incorporeal hereditament § 893 passes no estate, it by no means follows, that the party who actually occupies and enjoys the thing so demised, is protected from all liability to pay for his occupation and enjoyment; and the better opinion is, that the grantor will still be entitled to recover from the grantee, in a count for use and occupation, such reasonable sum as the jury shall assess, for the actual enjoyment of the hereditament demised.1

§ 975. With respect to the transfer of personal property the law § 891 appears to be as follows:-a donatio mortis causâ, which, by the

1 Wood v. Leadbitter, 13 M. & W. 838, 843-855; overruling Tayler v. Waters, 7 Taunt. 374; and explaining Webb v. Paternoster, Palm. 71; Roll. R. 143, 152; Noy, 98; Poph. 151, and Godb. 282, S. C.; Wood v. Lake, Say. 3; and Wood v. Manley, 11 A. & E. 34; 3 P. & D. 5, S. C. See, also, Taplin v. Florence, 10 Com. B. 744.

2 Wood v. Leadbitter, 13 M. & W. 844, 845; Wickham v. Hawker, 7 M. & W. 79; Thomas v. Sorrell, Vaugh. 351.

3 Doe v. Lock, 2 A. & E. 705; Wickham v. Hawker, 7 M. & W. 63; recognised in Durham & Sunderl. Ry. Co. v. Walker, 2 Q. B. 967; Bird v. Higginson, 2 A. & E. 696; 6 A. & E. 824, S. C.; Barker v. Davis, 34 L. J., M. C. 140.

4 Bird v. Higginson, 2 A. & E. 696; 6 A. & E. 824; 4 N. & M. 506, S. C. ; Thomas v. Fredericks, 10 Q. B. 775. See post, §§ 985-987, 1036, 1043.

way, must be clearly1 proved to have been given in contemplation of death, passes no property to the donee without delivery; and it is immaterial whether at the time of the gift the chattel be in the actual possession of the donor or of the donee. The gift of a chattel inter vivos is irrevocable, though made verbally or in writing without deed, if it be either accompanied by delivery of possession,5 or followed by some statement or act on the part of the donee testifying his acquiescence in the gift. A similar gift, if made by deed, is complete without any delivery by the donor or acceptance by the donee, until disclaimer by the latter;7 but such disclaimer may be by parol. An assignment of chattels for a valuable consideration by way of mortgage will be binding upon the parties, though the instrument be not under seal, and though it be unaccompanied by any actual or symbolical delivery."

§ 976. Another class of transactions, which, at common law, are § 895 in general required to be evidenced by deeds, consists of contracts made, and acts done, by corporations.10 The general rule of law, that a corporation aggregate cannot express its will or do any act except under seal, may be traced to a remote antiquity, and is founded on the assumption, that the concurrence of the whole body corporate in any particular act, can best be authenticated by the

1 See M'Gonnell v. Murphy, I. R., 3 Eq., 460. 2 Cosnahan v. Grice, 15 Moo. P. C. R. 215.

3 Smith v. Smith, 2 Str. 955; Bunn v. Markham, 2 Marsh. 532 ; 2 M. & Gr. 691, n. a; Powell v. Hellicar, 26 Beav. 261; M'Gonnell v. Murphy, I. R., 3 Eq. 460. See Moore v. Moore, 43 L. J., Ch. 617; 18 Law Rep., Eq. 474, S. C.; Rolls v. Pearce, L. R., 5 Ch. D. 730. Shower v. Pilck, 4 Ex. R. 478.

* See Bourne v. Fosbrooke, 18 Com. B., N. S. 515. 61 Com. B. 381, n. b, & 2 M. & Gr. 691, n. a; cited by Parke, B., in Flory. Denny, 7 Ex. R. 583; questioning Irons v. Smallpiece, 2 B. & A.

551.

7 Id.; Siggers v. Evans, 5 E. & B. 367. Q. B. 302; 2 Law Rep., Q. B. 642, S. C.

See Hobson v. Thellusson, 36 L. J.,

9 Flory v. Denny, 7 Ex. R. 581.

* Id.; Shep. Touch. 285. 10 Arnold v. May. of Poole, 4 M. & Gr. 860; May. of Ludlow v. Charlton, 6 M. & W. 815; Church v. Imp. Gas Light & Coke Co., 6 A. & E. 861; Paine v. Strand Union, 8 Q. B. 326; Lamprell v. Billericay Union, 3 Ex. R. 283, 306. As to contracts made by the Metrop. Board of Works, see 18 & 19 V., c. 120, § 149.

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affixing of the corporate seal to the document relating to such act. In short, the common seal has been termed, in the quaint phraseology of olden times, "the hand and mouth of the corporation.' This rule has been denounced in the United States as highly impolitic, and is now almost entirely superseded in practice; but in England, though it has recently been described by one of our most accomplished judges as "a relic of barbarous antiquity," it still partially holds its ground, and affords opportunities to corporate bodies, by the aid of unscrupulous counsel, to commit from time to time the most startling frauds.

§ 977. From the earliest traceable periods the rule in question § 896 has, indeed, been subject to certain exceptions, which rest upon a principle of convenience, amounting almost to necessity," and which relate either to trivial matters of frequent recurrence, or to such affairs as from their nature do not admit of delay. Thus,—to borrow the language of Mr. Baron Rolfe, in a well-considered case,7 -"A corporation, it is said, which has a head, may give a personal command, and do small acts; as it may retain a servant. It may authorise another to drive away cattle damage feasant, or to make a

1 May. of Ludlow v. Charlton, 6 M. & W. 823, per Rolfe, B.; Church v. Imp. Gas Light & Coke Co., 6 A. & E. 861.

2 R. v. Bigg, 3 P. Wms. 423, cited by Tindal, C. J., in Gibson v. E. India Co., 5 Bing. N. C. 269. As to when a corporation may adopt a private seal, . see ante, § 149.

3 In 2 Kent, Com. 289, it is said, "At last, after a full review of all the authorities, the old technical rule was condemned as impolitic, and essentially discarded; for it was decided by the Supreme Court of the United States, in the case of the Bk. of Columbia v. Patterson, 7 Cranch, 229, that whenever a corporation aggregate was acting within the range of the legitimate purposes of its institution, all parol contracts made by its authorised agents were express and binding promises of the corporation; and all duties imposed upon them by law, and all benefits conferred at their request, raised implied promises, for the enforcement of which an action lay." See, also, 6 A. & E. 837, 838, per Patteson, J.

South of Irel. Colliery Co. v. Waddle, 4 Law Rep., C. P. 618, per Cockburn, C. J., in Ex. Ch.

5 Church v. Imp. Gas Light & Coke Co., 6 A. & E. 861, per Ld. Denman, cited by Rolfe, B., in May. of Ludlow v. Charlton, 6 M. & W. 822.

Arnold v. May. of Poole, 4 M. & Gr. 895, per Tindal, C. J.; De Grave

v. May. of Monmouth, 4 C. & P. 111.

7 May. of Ludlow v. Charlton, 6 M. & W. 821.

distress, or the like. These are all matters so constantly recurring, or of so small importance, or so little admitting of delay, that, to require in every such case the previous affixing of the seal, would be greatly to obstruct the every-day ordinary convenience of the body corporate, without any adequate object. In such matters the head of the corporation seems, from the earliest times, to have been considered as delegated by the rest of the members to act for them."

§ 978. His lordship then proceeds to point out, that "in § 897 modern times, a new class of exceptions has arisen. Corporations have of late been established, sometimes by royal charter, more frequently by Act of Parliament, for the purpose of carrying on trading speculations; and where the nature of their constitution has been such as to render the drawing of bills, or the constant making of any particular sort of contracts necessary for the purposes of the corporation, there the courts have held that they would imply in those, who are, according to the provisions of the Charter or Act of Parliament, carrying on the corporation concerns, an authority to do those acts, without which the corporation could not subsist." These observations are confined to trading companies, but several later decisions seem to warrant the assumption, that the rule may be now generally stated as applicable alike to all corporations aggregate, whenever the making of a certain description of contracts is necessary and incidental to the purposes for which the corporation was created.2

§ 979. In accordance with the rule thus expounded, it has been § 898 held that assumpsit will lie against a gas company for meters sold to them, and a like action is maintainable by them against the consumer, either for not accepting gas according to his agreement,*

1 May. of Ludlow v. Charlton, 6 M. & W. 821.

2 Clarke v. Cuckfield Union, 1 Bail Ct. Cas. 85, 86, 89, per Wightman, J., in an elaborate argument. See, also, Nicholson v. Bradfield Union, 35 L. J., Q. B. 176; 1 Law Rep., Q. B. 620 ; 7 B. & S. 744, S. C.; Wells v. Kingstonupon-Hull, 10 Law Rep., C. P. 402; 44 L. J., C. P. 257, S. C.

3 Beverley v. Lincoln Gas Light & Coke Co., 6 A. & E. 829; 2 N. & P. 283, S. C.

Church v. Imp. Gas Light & Coke Co., 6 A. & E. 846; 3 N. & P. 35, S. C.

5

3

So, where a colliery

4

or for the price of gas supplied to him. company had verbally contracted with an engineer for the erection of machinery to work their mine, and had paid him part of the price, they were permitted to recover damages from him for breach of this agreement. Actions of assumpsit have also been held to lie against the guardians of the poor of an union, who are constituted a corporation by the Act of 5 & 6 W. 4, c. 69, s. 7, in one case for iron gates, in another for water-closets, and in a third for coals, which had respectively been supplied under parol contracts for the union workhouse. So, an accountant, employed to audit the books of a poor-law union, has been permitted to maintain an action for work done as against the guardians, although the contract was not under seal. A surgeon, too, who had been retained by the general manager of a railway to attend a servant of the company injured by an accident on the line, was held entitled to recover his charges, though he had only been verbally engaged.7 So, a parol contract made by the directors of a chartered Navigation Company, by which they agreed to pay a person a certain salary in consideration of his going to Sydney and bringing home one of their ships, has been enforced as against the company, the plaintiff having performed his part of the agreement. And when the same company had bought some ale for the use of the passengers on board one of their steamvessels, and had paid for it, they were

1 City of Lond. Gas Light & Coke Co. v. Nicholls, 2 C. & P. 365.

2 South of Irel. Colliery Co. v. Waddle, 3 Law Rep., C. P. 463; 37 L. J., C. P. 211, S. C.; 4 Law Rep., C. P. 617, S. C. in Ex. Ch. ; and 38 L. J.,

C. P. 338.

3 Sanders v. St. Neot's Union, 8 Q. B. 810. But see Smart v. West Ham Union, 10 Ex. R. 687.

4 Clarke v. Cuckfield Union, 1 Bail Ct. Cas. 81. See Pauling v. Lond. & N. West. Ry. Co., 8 Ex. R. 867.

5 Nicholson v. Bradfield Union, 35 L. J., Q. B. 176; 1 Law Rep., Q. B. 620; 7 B. & S. 744, S. C.

Haigh v. North Bierley Union, 28 L. J., Q. B. 62; E. B. & E. 873, S. C.

7 Walker . Gt. West. Ry. Co., 36 L. J., Ex. 123; 2 Law Rep., Ex. 228, S. C. This case overrules Cox v. Midl. Ry. Co., 3 Ex. R. 268; 5 Rail. Cas. 583, S. C., so far as relates to the necessity of a sealed contract.

Henderson v. Austral. Roy. Mail St. Nav. Co., 5 E. & B. 409. See, also, Reuter v. Elect. Teleg. Co., 6 E. & B. 341.