4th. To have a common seal. For a corporation, being an invisible body, cannot manifest its intentions by any personal act or oral discourse: it therefore acts and speaks only by its common seal. 5th. To make bye-laws or private statutes for the better government of the corporation, which are binding upon themselves unless contrary to the laws of the land, and then they are void. These five powers are inseparably incident to every corporation aggregate. 1 Bl. Com. 475, 476; Kyd on Corp., Introduc. 13; Grant on Corp. 76; Shelford on Railways, vol. 2, p. 14. It is a general rule of law, that a corporation can only contract under its common seal, as that is the only way in which it can express its will or do any act. There are exceptions, however, where the rule would occasion very great inconvenience or tend to defeat the very object for which the corporation was created-thus, engaging inferior servants or the doing of acts very frequently recurring or too insignificant to require the common seal are established exceptions; on the same principle is the power of accepting bills of exchange and promissory notes by companies incorporated for the purpose of trade, with the rights and liabilities consequent thereon. Church v. The Imperial Gaslight and Coke Co., 6 A. & E. 681; 3 N. & P. 35. But there must be a special power, either express or implied, to draw and accept or indorse bills of exchange and promissory notes. Broughton v. Manchester Waterworks Co., 3 B. & A. 1-8. There is a great abundance of authority to show that in the cases of mining, waterworks, gas and other companies, the companies cannot draw bills of exchange, though they are more trading companies than a railway company. Per Montague Smith, J., Bateman v. Mid-Wales Railway Co., 35 L. J., C. P. 205-210. But a corporation aggregate, as a gas company, may sue and be sued in indebitatus assumpsit, that is, for goods sold and delivered, on an executed parol contract. Beverley v. Lincoln Gaslight Co., 6 Ad. & E. 829. So also on an executory contract. Church v. Imperial Gaslight Co., 6 Ad. & E. 681; 3 N. & P. 35; Arnold v. Mayor of Poole, 4 M. & G. 896. Parke, B., said the former case may be supported on the ground that the special act of the company contemplates the purchase of gas without any contract under seal. Finlay v. Bristol and Exeter Railway Co., 7 Ex. 417. A company incorporated under the Companies Act, 1862, for the working of collieries, contracted, but not under seal, with an engineer for the erection of a pumping engine and machinery for use in the colliery, and paid him part of the price. In an action by the company against the engineer for a breach of contract in refusing to deliver the engine and machinery: held, affirming the decision of the Court of Common Pleas, that the action was maintainable, though the contract was not under seal. South of Ireland Colliery Co. v. Waddle, L. R., 3 C. P. 463; 4 C. P. (Ex. Ch.) 617; 37 L. J., C. P. 211; 38 L. J., C. P. 338. To the same effect see Wells v. Mayor, &c. of Kingston-upon-Hull, 10 C. P. 402; 44 L. J., C. P. 257; Nicholson v. Guardians of Bradfield Union, L. R., 1 Q. B. 620; 35 L. J., Q. B. 176, following Clarke v. Cuckfield Union, 21 L. J., Q. B. 349. But the contract for the engagement of a clerk to the master of a workhouse by a board of guardians must, in order to bind the guardians, be under seal. Austin v. Guardians of Bethnal Green, 9 C. P. 91; 43 L. J. 100. The defendants, a municipal corporation, having by transfer from a body of town commissioners power to purchase certain gas works, and being also a local board, took proceedings for the purpose of purchasing the works and of assessing the price to be paid by arbitration. In pursuance of a resolution passed at a meeting of a sub-committee appointed to manage the business, the report of which committee was adopted by the council, the plaintiff, a gas engineer, was employed as a witness in the arbitration to support the evidence of the defendants' valuer. There was no appointment of the plaintiff under seal, but he acted as witness under the instructions of the valuer who was so appointed. In all these proceedings the defendants erroneously described themselves as acting as the local board, and described their seal as the seal of the local board. It did not appear that the seal of the local board was other than the municipal seal. In an action brought by plaintiff against the corporation for his services as witness: held, that the municipal corporation and the local board could not be treated as independent bodies; that the plaintiff's contract was in substance with the corporation, and that he was entitled to recover. Andrews v. Mayor, Aldermen, and Burgesses of Ryde, 9 L. R., Ex. 302. Neither is it necessary that contracts entered into between consumers and the company for a supply of gas should be stamped. Church v. Imperial Gaslight Co., ubi supra; West Middlesex Waterworks Co. v. Suwerkrop, 4 C. & P. 87. But all contracts made by urban authorities under the powers of the Public Health Act, 1875, where the value or amount exceeds fifty pounds, must be in writing and sealed with the common seal of such authorities. A corporation may be sued in a county court, and "dwells" at the place where its business is carried on. Taylor v. The Crowland Gas and Coke Company, 24 L. J., Ex. 233; 11 Ex. 1; 3 C. L. R. 865; 24 L. T. 118. A corporation is liable for the tortious act of its agent, though not appointed by seal, if such act be an ordinary service. Smith v. Birmingham and Staffordshire Gaslight Co., 1 A. & E. 526; 3 N. & M. 771. Every bye-law must be reasonable, and not inconsistent with any statute or with the general principles of the law of the land or contrary to the provisions of the particular charter under which the persons making it act. Rawlinson's Municipal Corporation Act, by Geary, 6th ed. p. 118, and see cases there collected. Bye-laws must not derogate in any way from the established rights of the members of the company. Adley v. The Whitstable Co., 17 Ves. 315; 19 Ves. 304; 1 Mer. 107. A gaslight company incorporated by act of parliament provided that eighteen shareholders should be directors, and as such should use the common seal, manage the affairs of the company, lay out money, purchase lands, &c., and make contracts for lighting and for the sale of materials. The company were empowered to make bye-laws under seal for its government and for regulating the proceedings of the directors, officers, servants, &c. At a meeting of the company a resolution was passed, not under seal, that a remuneration should be allowed to every director for his attendance in court, committees, &c., viz. one guinea for each attendance. Held, that a director who has attended courts, &c. could not maintain an action for payment according to the above resolution, for that it was not a bye-law within the statute, nor a contract (if such could have been available) to pay the directors or any of them for their attendance, and the directors could not be considered as servants to the company, and as such entitled to remuneration for their labour according to its value. Dunston v. Imperial Gaslight and Coke Co., 3 B. & Ad. 125. The power to make bye-laws is prima facie to be exercised by the body at large. Sutton's Hospital case, 10 Rep. 31 a; Corporation of Feltmakers v. Davis, 1 Bos. & Pull. 98, 100; Rex v. Head, 4 Burr. 2515. See The King v. Lyme Regis, Doug. 158, 159. The same body which makes byelaws may also repeal them. Rex v. Ashwell, 12 East, 22. In order to affect third persons, they must have notice of the bye-laws of a company. In re Asiatic Banking Corporation, Royal Bank of India's case, L. R., 7 Eq. 91; 4 Ch. 252. An examined copy of bye-laws is receivable in evidence as a public document under 14 & 15 Vict. c. 99. Motteram v. Eastern Counties Railway Co., 7 C. B., N. S. 58; 29 L. J., M. C. 57. A gas company can vote by proxy appointed in writing under the common seal in elections of members of a local board of health within their district, and also in the election of guardians. See Public Health Act, 1875; 38 & 39 Vict. c. 55, Schedule II. Rules 14, 15, 16. Interpreta- The scale of voting is determined by Rule 12, which is the same as that for the election of guardians. See 7 & 8 Vict. c. 101, s. 14; and 4 & 5 Will. 4, c. 76, s. 40. Under the Bankruptcy Act, 1869, 32 & 33 Vict. c. 71, s. 80 (7), a corporation may prove a debt, vote, and otherwise act in bankruptcy by an agent duly authorized under the seal of the corporation. And with respect to the construction of this act and any act incorporated therewith, be it enacted as follows: II. The expression "the special act," used in this act, shall be construed to mean any act which shall be hereafter passed authorizing the construction of gasworks, and with which this act shall be so incorporated as aforesaid; and the word "pre"prescribed:" scribed," used in this act in reference to any matter herein stated, shall be construed to refer to such matter as the same shall be prescribed or provided for in the special act, and the sentence in which such word occurs shall be construed as if, instead of the word "prescribed," the expression "prescribed for that purpose in the special act" had been used; and the "the lands:" expression "the lands" shall mean the lands which shall by the special act be authorized to be taken or used for the purposes thereof; and the expression "the undertaking" shall mean the gasworks and the works connected therewith by the special act authorized to be constructed; and the expression "the undertakers" shall mean the persons by the special act authorized to construct the gasworks. "the undertaking:" "the undertakers:" By the Public Health Act, 1875, sect. 316, the term "the special act is to include that act, and the urban or rural authority shall be deemed to be the promoters of the undertaking, the commissioners or the undertakers, as the case may be, in the construction of any act incorporated with that act, and the limits of the special act means the limits of the district. This, taken in connection with the wording of the 162nd section of the act, has induced the Local Government Board to withhold their consent to the transfer of undertakings of gas companies to sanitary authorities where the limits of supply were more extensive than the district. Gas companies may be formed under 7 & 8 Vict. c. 110, they not being within the exception of sect. 1 of that act; but the powers of this act are only conferred when incorporated with a special act authorizing the construction of gasworks. Att.-Gen. v. The Sheffield Gas Consumers' Co., 22 L. J., Ch. 811; 17 Jur. 677. As to provisional orders by the Board of Trade, see Gas and Water Works Facilities Act, 1870, post. As to Provisional Orders to be granted to sanitary authorities by the Local Government Board enabling them to supply gas within their districts, see sect. 161, Public Health Act, 1875, post. An injunction may be obtained at the instance of ratepayers restraining a municipal corporation from using borough rates for the purpose of promoting a bill in parliament to establish gasworks in a borough. So also with regard to local boards and improvement commissioners. Att.Gen. v. Andrews, 2 Mac. & G. 225; S. C., 20 L. J. Rep. (N. S.) Ch. 467; Att.-Gen. v. Eastlake, 11 Ha. 205. The Court of Chancery interfered by injunction to prevent the Metropolitan Board of Works from prosecuting a scheme before the Inclosure Commissioners as contrary to equity, and refused to remit the plaintiff to his remedy of petitioning parliament against a bill if brought in to confirm any order made by the commissioners: Telford v. Metropolitan Board of Works, L. R., 13 Eq. 574, 41 L. J., Ch. 589; Att.-Gen. v. The West Hartlepool Improvement Commissioners, 39 L. J., Ch. 624; L. R., 10 Eq. 152-Per James, V.-C.: "If there were an unlimited power for bodies of this kind to apply whenever they thought fit to parliament at the expense of their constituents, there would be a great deal of that kind of professional business got up, which would be done at the expense of the ratepayers; and it is much better that persons who do seek to obtain parliamentary powers should do it at the risk of satisfying parliament it is right, and when they satisfy parliament it is right parliament always takes care to provide them with the funds for having done that which is right." See also Reg. v. Sheffield Corporation, 40 L. J., Q. B. 247. The same law applies to incorporated companies seeking new powers. See Companies Clauses Consolidation Act, 1845, s. 65, post. The propriety of promoting or opposing bills in parliament by municipal corporations or sanitary authorities is now regulated by the provisions of the Borough Funds Act, 35 & 36 Vict. c. 91, see post. Beyond the provisions of the foregoing act the general principle may be laid down that opposition to a bill before parliament must be in defence of corporate property or rights. Turner, L. J., in The Att.-Gen. v. The Mayor, Aldermen and Burgesses of Wigan, 23 L. J., Ch. 429, 434; Reg. v. Dublin Town Council, 9 L. T., N. S. 123; Brighton v. North, 16 L. J., Ch. 255; Bright v. North, 2 Ph. 216. "They (that is, the expenses of opposing a waterworks bill) have been incurred for the benefit and protection of the corporate property, and having been so incurred the court ought not to interfere by injunction in the present stage of the cause." It was held by Lord Campbell, in Reg. v. Marris, 28 L. T. 266, that a local board should obtain express sanction from a meeting of ratepayers called for the purpose (see now 35 & 36 Vict. c. 91, s. 4) before incurring expenses for parliamentary proceedings. Such expenses have been disallowed by auditors of local boards when incurred without consent of the ratepayers. But a corporation may acquire a right to oppose a gas company's bill. Where, in an act obtained by a local board, they took power to purchase certain gasworks, and certain monies were to be raised by virtue of the act for this and other purposes, an injunction was refused to restrain them from opposing a bill promoted by the gas company to extend their works, on the ground that such extension might prevent the corporation from purchasing the company's works, by exceeding in value the sum allocated to the local board by their act for expenditure for this and other purposes. Att.-Gen. v. Mayor, &c. of St. Helens, V.-C. Stuart, 30th May, 1870. Clauses giving permissive power to purchase should therefore be very carefully considered by gas companies before admission into their acts, as they may prejudicially affect subsequent applications to parliament for further powers. By the Standing Orders of the Houses of Commons and Lords, gasworks and the lighting of cities and towns are placed in the first class of private bills. Besides the ordinary subjects to be mentioned in notices by advertisement, the limits within which the works are intended to be constructed are to be inserted; and, on or before the 15th day of December immediately preceding the application for the bill, either for constructing the works, or works for the manufacture or conversion of the residual products, the promoters must serve a notice upon the owner, lessee and occupier of every dwelling-house within 300 yards of the limits within which the works are intended to be constructed; and in every bill-it is required that a clause should be inserted defining the limits within which the gasworks shall be erected or made. Although it is contemplated by the legislature in granting a special Interpretations in this act: act of parliament to a company that it should exist in perpetuity, still, when the court considers it just and equitable, it will make an order to wind it up under the Companies Acts, even though an act of parliament may be necessary completely to wind it up and sell its property. Isle of Wight Ferry Co., 2 H. & M. 597; Electric Telegraph Co. of Ireland, 22 Beav. 471; Re the Proprietors of the Basingstoke Canal, L. R., 4 Eq. 197; Bradford Navigation Co., L. R., 10 Eq. 391; 5 Ch. 600; Exmouth Docks Co., L. R., 17 Eq. 181. III. The following words and expressions in both this and and the special the special act, and any act incorporated therewith, shall have the meanings hereby assigned to them, unless there be something in the subject or context repugnant to such construction; (that is to say,) Number: Gender: "Person:" "Lands:" "Street:" "the gasworks:" "Gas rate:" "Month:" "Superior courts:" "Oath:" Words importing the singular number only shall include the plural number, and words importing the plural number only shall include also the singular number: Words importing the masculine gender shall include females: The word "person" shall include corporation, whether The word "lands" shall include messuages, lands, tene- The expression "the gasworks" shall mean the gasworks The expression "gas rate" shall include any rent, reward The word "month" shall mean calendar month: The word "oath" shall include affirmation in the case of |