under authority of law. It is true that the clause uses the words "in the nature of rent;" but that does not make the sum rendered a rent. It does not issue out of anything demised, but out of the common funds of the Union. And the word "compensation" is likewise used. If one party made and the other received these payments, supposing them to be under authority of law, and not contemplating receipt and payment of rent, the relation of landlord and tenant is not established: Right v. Bawden, 3 East, 260. The payments here correspond exactly in amount with the sum named in the order, and have been applied as that directed; so at least it may be inferred from the statements.

Worlledge, contrà.-The order dissolving the Incorporation was inadmissible; for: First, the plaintiffs were estopped from setting it up, having declared against the defendants as the Corporation of Guardians of Colneis and Carlford Hundreds, and not having, in any part of the record, disputed their right to that appellation. If they were dissolved, as the plaintiffs now allege, they could not remain a corporation for some purposes. [COLERIDGE, J.-Why not, if they were dissolved under stat. 4 & 5 W. 4, c. 76, s. 32?] That does not speak of a partial dissolution. [COLERIDGE, J.-If parties calling themselves a corporation distrain, may not the plaintiff in replevin prove that they are not really a corporation? Would not that be so in the case of a joint-stock company?] The plaintiffs could not now recover damages from the defendants as individuals. The following *placitum, from Bro. Abr. Corpora*282] tions and Capacities, pl. 28, is given in 6 Vin. Ab. 306, tit. Corporations (U), pl. 3: "Debt; præcipe the society of Lumbards London Merchants of Florence, and two Lumbards came and named their names, and said that they were distrained by the sheriffs of London, and returned in issues 107. and prayed that their appearance be recorded as Lumbards of London to save their issues, but not as of the society of Lumbards of London, sed non allocatur, for the writ shall be intended to be against a corporation." [COLERIDGE, J.-The same intendment would hardly prevail since the Joint-stock Companies' acts. We must now notice that there are many companies which are not corporations.] (Worlledge also cited, on the point of estoppel, Pilbrow v. Pilbrow's Atmospheric Railway Company, 5 Com. B. 440 (E. C. L. R. vol. 57); Henriques v. Dutch West India Company, 2 Ld. Ray. 1532, 1535, referred to in 10 Vin. Ab. 422, tit. Estoppel (A. 1), pl, 17; The Fishmongers' Company v. Robertson, 5 Man. & G. 131 (E. C. L. R. vol. 44); and The Mayor of Thetford's Case, 1 Salk. 192.) Secondly, the facts stated on the case were not evidence for a jury that the requisite consent was given. It does not appear that the order for dissolution was ever in fact treated as valid, or that the Commissioners ever complied with the direction of the first proviso in stat. 4 & 5 W. 4, c. 76, s. 32, or that the consent required from third persons by the second proviso was in any instance given. These were matters to be proved by those

who relied upon the dissolution; and they could not be assumed. Doe dem. Howson v. Waterton, 3 B. & Ald. 149 (E. C. L. R. vol. 5), and Mayor, &c., of Salford v. Ackers, 16 M. & W. 85,† are cases bearing on this point.

The plaintiffs held under the defendants, and paid *the sums in question as a rent due from tenants, and not under authority [*283 of law. (He then argued that, if the defendants had not ceased to be an incorporation, that body was not divested of its rights over the workhouse by stat. 4 & 5 W. 4, c. 76, s. 26; but the argument on this point is omitted; see p. 279, antè.) The evidence shows a tenancy from year to year; and there is no difficulty in inferring one, though the defendants are a corporation. They might demise from year to year without seal; Beverley v. The Lincoln Gas-Light and Coke Company, 6 A. & E. 829, 839 (E. C. L. R. vol. 33). As to the form of the checks, the mere omission of the word "rent" after a particular time cannot defeat the inference from long previous usage; and all the evidence shows that the plaintiffs have dealt with the defendants as landlords, and given them reason to suppose that they were so considered.

Further, the order of January 16th, 1841, is not a good execution of the power given by stat. 5 & 6 W. 4, c. 69, s. 3; for it directs payment to the "treasurer" of an incorporation, whereas, by sect. 3, it should be made to the "parish" whose workhouse has become convertible to the common use.

O'Malley, in reply. It is not necessary to contend that the defendants have ceased to be a corporation. It is enough that they have ceased to be a union for the purposes of the local act. If the Incorporation is not dissolved, the Woodbridge Union does not legally exist; but the defendants are estopped from suggesting this, having distrained upon the Woodbridge Union and avowed for rent due from them. As to fulfilment of the provisoes in stat. 4 & 5 W. 4, c. 76, s. [*284 32, it would have been unnecessary, under a clause framed as this is, to aver it in pleading; nor was proof of it material; Steel v. Smith, 1 B. & Ald. 94, Wells v. Iggulden, 3 B. & C. 186, 188 (E. C. L. R. vol. 10), dictum of HOLROYD, J., Thibault v. Gibson, 12 M. & W. 88.† Indeed, there was evidence on which a jury might pronounce that the requisite consents to a dissolution were given by the Guardians; but, if this were not so, the order having been made so long since, and nothing having afterwards happened inconsistent with the assumption of its regularity, the fact of consent (and the same answer applies to the fulfilment, if material, of the other provisoes) will be taken for granted; Rex v. Haslingfield, 2 M. & S. 558, Doe dem. Nanney v. Gore, 2 M. & W. 320.† As to the remaining and principal question, even if the order for halfyearly payments was wrong, yet, if the parties thought that in acting under it they were obeying the law, no contract of tenancy existed, at least after September, 1838; but on a reasonable construction of stat.

4 & 5 W. 4, c. 76, s. 26, and 5 & 6 W. 4, c. 69, s. 3, the order was well made. Cur. adv. vult.

Lord DENMAN, C. J., in this term (January 15th), delivered judgment. After stating the issue in the cause, and the establishment of the Colneis and Carlford Incorporation by stat. 30 G. 3, c. 22, and that the workhouse, &c., were thereby vested in them, as incorporated by the act, for the purposes thereof, his Lordship proceeded.

*285]

*The defendants claim to be this Corporation, and to be seised, as such, of the premises in question.

The first step of the plaintiffs in answer to the primâ facie case of the defendants, resting on this act and the payment of the rent, was an attempt to prove a dissolution of the union formed under it, by an order of the Poor Law Commissioners made on the 16th September, 1835, under stat. 4 & 5 W. 4, c. 76, s. 32: and the reception of this in evidence, being objected to, raises the first point for our decision.

The grounds of objection were twofold. First, it was said that, the effect of this order being to dissolve the corporation, the plaintiffs were attempting to prove what they were estopped from asserting, because they had sued the defendants as an existing corporation. Secondly, that it was necessary to the validity of the order that a majority of not less than two-thirds of the guardians should have consented to the dissolution; and that such consent was stated in the order, but that no evidence of it was given, which it was insisted was a condition precedent.

If the dissolution of the Corporation was not the necessary effect of the order, assuming it to be valid, and if it might be material evidence for the plaintiffs without proving such dissolution, then it is clear that the first ground of objection fails in fact: and we are of that opinion. It was certainly not necessary for the plaintiffs to contend that the defendants were not an existing corporation, nor even that they were not the legal owners, as such, of the premises in question. Both those points might be conceded, and yet the relation between the two bodies, as owners and *occupiers respectively, might not be that of land*286] lords and tenants. And this in truth was the narrow contention of the plaintiffs. Nor do we think that the effect of an order for dissolving a union under the section referred to is, ipso facto, to dissolve such an incorporation as that of the defendants: the words of the section do not in terms give it that force; they take away one purpose, perhaps the main one, for which the Incorporation was created, but they suggest some, and others may readily be supposed, for which it is necessary to keep the corporation in existence. The second proviso in the 32d section is, that the dissolution of any union shall not prejudice the rights or interests of third persons without their consent in writing: creditors, then, of the corporation, having security under the common seal, and not consenting to the dissolution, would still have a right to all their remedies; and for this purpose the corporation must remain to

be answerable: and, as the only remedy could be on the corporate funds, those must still exist in order to be answerable. It is to be observed we are not speaking of any powers by which the Commissioners might subsequently provide for these and similar cases: we are speaking only of the effect of the order by itself. The order, moreover, does not state any consent of the creditors to the dissolution; and it appears, both by the local act that there might be debts, and the case finds that there were in fact unpaid mortgage or bond creditors. One sufficient answer to the second ground of objection is, that there was evidence of the necessary consent of two-thirds of the guardians. The 32d section does not specify in what mode such consent shall be given or expressed; there could therefore be no necessity for *producing any writing em[*287 bodying it there might have been a discussion, a show of hands, or a poll: and, as the result, namely the consent, would not have been the act of the body, but of the individual members, upon which the body itself was not called on to do any act, all might have passed by parol. But the case finds that, from the date of the order, the Corporation had ceased to perform the duty for which mainly it was brought into existence, namely the managing and taking care of the poor of the hundreds; that it had ceased to occupy the House of industry, and had suffered the poor of the new union to be there under the care and control of the new guardians. This, surely, after an interval of ten or twelve years, was strong evidence, against the defendants, that whatever consent of the members was requisite to make the order valid had been in fact given but it is enough for the present purpose that it was some evidence. We conclude, therefore, that the document was rightly admitted; and, if so, we see nothing in the case which should prevent a jury from drawing the conclusion that it was valid, and effectually operated a dissolution of the old union: and this conclusion we draw accordingly.

It then appeared that the Poor Law Commissioners had, by an order duly made on the 17th September, 1835, constituted a new union of many parishes, including among them all those which had formed the old union that this union had been thenceforward under the guardianship of the plaintiffs; and that they had thenceforward held and enjoyed the premises in question as a union house for the common use of the poor of their union: and, further, that, thenceforward until the 29th March, 1846, the sum of 2211. 78. had *been paid by equal half[*288 yearly payments to the treasurer and agent of the defendants by the plaintiffs, which payments were made expressly as for rent of the premises to the 21st September, 1838, and afterwards generally, but for which the receipts were always given by the treasurer and accepted by the plaintiffs as for rent. It further appeared that on the 21st September, 1838, from which time the altered form of payment was adopted, a sum of 3341. 28. was paid by the plaintiffs to the defendants, as a balance

for the furniture and fixtures in the workhouse and premises. It did not distinctly appear under what authority the half-yearly payments were made prior to the 16th January, 1841: but on that day the Poor Law Commissioners made an order, by which, after reciting among other things that the premises in question had, upon the formation of the new union under their order of 17th September, 1835, become convertible to the common use of such union, and had since been used and occupied by the poor of such union, they directed the Guardians of the poor of the said union to pay out of its common fund to the treasurer of the old Incorporation, as compensation for the use and occupation of the said premises, by half-yearly payments, so long as the same should continue to be used and occupied for the purposes of the union, or until they should otherwise order, the sum of 2217. 78., which sum should commence and be payable from 29th September preceding. By the same order, the treasurer of the defendants was directed to apply these half-yearly payments in discharge of the principal and interest due and to become due upon two securities given by them and still in force, and, after the discharge thereof, in such manner *as they the Poor Law Com*289] missioners should direct. The only remaining fact of importance is that, before the 29th September, 1846, the principal and all interest on these securities had been discharged.

Upon these facts two points were made by the counsel for the plaintiffs the first that, by the operation of certain sections of the Poor Law Amendment Act, upon the dissolution of the old union, the property in these premises was divested from the Incorporation: in whom it was vested he did not distinctly point out. The second, that at all events, even if the ownership remained in the Incorporation, it was one modified by the statute, and subject to its qualifications; and that the occupation of the Guardians was not by virtue of any contract express or implied; and therefore that the relation of landlord and tenant did not exist between the two bodies.

Upon the first of these points we do not intend to express any decided opinion, because we think it not necessary. Even if the property were so divested, yet, if the Guardians have treated the Incorporation as owners, and have contracted with them as such, impliedly or expressly, and by virtue of such contract have become their tenants, paid rent, and' had occupation for which rent is in arrear, the mere want of legal ownership in the Incorporation would not take from them the right to distrain for such rent in arrear.

Upon the second point we are of opinion with the plaintiffs. By the case we are to be at liberty to draw all such conclusions and inferences, and presume all such matters and facts, as a jury might on the trial of the issue before them. Now, if the order of the Poor *Law *290] Commissioners of the 16th January, 1841, had been made before the occupation of the plaintiffs had commenced, and before any halfyearly payment had been made, and had been communicated to the