Ecclesiastical corporations, with the exception of colleges and hospitals, have also power, with the approval of the Church Estate Commissioners, to sell the reversions in church lands to their lessees ().

Sales of glebe lands may now be made, with the approval of the Board of Agriculture, under the Glebe Lands Act, 1888 (m).

By the common law a consecrated church can never be used as a habitation for man, and the Church Building Act, 1869 (n), makes provision for the preservation of the sites of churches which have been pulled down under a faculty granted by the bishop.

Contracts by Corporations.-At common law a contract by a corporation for the sale or purchase of land must be under the seal of the corporation or signed on behalf of the corporation by an agent authorised under seal. But a contract not under seal may subsequently be ratified by the corporation under seal, unless the other party has previously repudiated the contract (o).

A joint-stock company is bound by a contract not under seal if it is signed by any person acting under the express or implied authority of the company (p).

(1) 14 & 15 Vict. c. 104, ss. 1, 11; 24 & 25 Vict. c. 105, s. 3; 25 & 26 Vict. c. 52, s. 2.

(m) 51 & 52 Vict. c. 20. For rules under this Act, see [1897] W. N., p. 117.

(n) 32 & 33 Vict. c. 94, s. 8.

(0) 1 Bla. Com. 475; Mayor of Oxford v. Crow, [1893] 3 Ch. 535; Mayor of Kidderminster v. Hardwick (1873), L. R. 9 Ex., at p. 22.

(p) See Companies Act, 1867 (30 & 31 Vict. c. 131), s. 37 ; and Companies Clauses Act, 1845 (8 Vict. c. 16), s. 97.

APPLICATION OF THE DOCTRINE OF PART PERFORMANCE TO CONTRACTS BY CORPORATIONS. The doctrine of part performance has been applied to contracts by corporations aggregate, which, as we have seen, can only bind themselves by contract under seal or made by an agent appointed under seal.

corpora

A distinction, however, must be drawn between the case of a corporation which, by common law, must contract under seal, and the case of tion acting as urban sanitary authority, which is subject to the express statutory restrictions imposed by the Public Health Act, 1875, where the value or amounts exceeds £50 (q).

Where the Doctrine Applies.-In the former case it is probable that the doctrine of part performance applies, although this was doubted by COTTON, L.J., in Hunt v. Wimbledon Local Board (r).

The earliest decision on this subject is that of Lord COTTENHAM in London and Birmingham Rail. Co. v. Winter (s). In that case the company made a contract for the purchase of land by an agent who

(a) 38 & 39 Vict. c. 55, s. 174; see Young & Co. v. Mayor, etc. of Leamington Spa (1883), 8 App. Cas. 523; and distinguish Lawford v. Billericay Rural District Council, [1903] 1 K. B. 772, the case of a rural as opposed to an urban authority.

(r) (1879), 4 C. P. D. 61; see also Dart's Vendors and Purchasers, pp. 273, 274. It must be admitted that the cases on the subject can be to a large extent explained on the principle of acquiescence, as laid down in Sarage v. Foster (1722), Wh. & Tu., 6th ed., Vol. II., pp. 678–682.

(s) (1840), Cr. & Ph. 57; see also Laird v. Birkenhead Rail. Co (1859), 29 L. J. Ch. 218.

The company

had not been appointed under seal. having entered into possession and made a railway over the land, it was held that they could enforce specific performance. Wilson v. West Hartlepool Rail. Co. (t), decided twenty-five years later, is the precisely converse case. There the agent of the company agreed to sell land to the plaintiff, who was let into possession of the property. The court enforced specific performance at the suit of the purchaser, and TURNER, L.J., in his judgment (u) said: "I cannot hold that acts which, if done by an individual, would amount to fraud, ought not to be so considered if done by a company; nor can I say that it is no prejudice to the plaintiff to have been permitted to take possession on the faith of an agreement, and afterwards to be held liable to be treated as a trespasser and turned out of possession on the ground that there was no agreement."

In Crook v. Corporation of Seaford (x) the corporation agreed to lease to the plaintiff a part of the Seaford beach for the purpose of building a terrace. The resolution was regularly entered in the books of the corporation, but there was no contract under seal. After the plaintiff had been in possession for several years, and had expended large sums of money in building a terrace and sea-wall, the corporation tried to eject him, but the Court of Appeal compelled them to perform the contract by granting a lease for 300 years (y).

(t) (1865), 2 De G. J. S. 475.

(u) Ibid., at p. 493.

(x) (1871), L. R. 6 Ch. 551.

(y) See also Wood v. Tate (1806), 2 Bos. & P. N. R. 247.

These decisions were approved by Lord LINDLEY, when a judge of first instance, in Hunt v. Wimbledon Local Board (z), and by the Privy Council in Melbourne Banking Corporation v. Brougham (a). The principle seems also to have been accepted by KELLY, C.B., in Mayor of Kidderminster v. Hardwick (b), and in two recent decisions by judges of the Chancery Division (c).

Where Doctrine is Inapplicable.-On the other hand, where a corporation is acting as urban sanitary authority, it is established by the decision of the Court of Appeal, in Hunt v. Wimbledon Board (d), and of the House of Lords, in Young & Co. v. Mayor and Corporation of Royal Leamington Spa (e), that a contract not under seal cannot be enforced, even although it has been fully performed by the party seeking to enforce it. These, however, were cases of work done for, and accepted by, a corporation; and the doctrine of part performance has been. confined almost exclusively to contracts for an interest in land (ƒ).

(*) (1878), 3 C. P. D., at p. 214. (a) (1879), 4 App. Cas. 169.

(b) (1873), L. R. 9 Ex., at pp. 19, 20.

(c) ROMER, J., in Mayor, etc of Orford v. Crow, [1893] 3 Ch., at p. 539; NORTH, J., in Davis v. Corporation of Leicester, [1894] 2 Ch., at p. 217.

(d) (1878), 4 C. P. D. 48.

(e) (1883), 8 App. Cas. 517.

(f) See Britain v. Rossiter (1879), 11 Q. B. D. 123; cf., however, Hammersley v. de Biel (1845), 12 Cl. & F. 64 n. ; Lassence v. Tierney (1849), 1 Macn. & G. 572; Taylor v. Beech (1749), 1 Ves. 297; McManus v. Cooke (1887), 35 Ch. D. 681.

SECTION 5.

TRUSTEES OF CHARITY LANDS.

The Charity Commissioners have power under the Charitable Trusts Act, 1853, to authorise the sale of land belonging to a charity upon the application of the trustees or persons acting in the administration thereof (g), and may also authorise the sale or redemption of rentcharges (h).

The jurisdiction of the Charity Commissioners does not, however, extend to a charity which has no invested endowment yielding income for its support, nor in the case of a "mixed charity" (i) to donations or bequests given on such terms that the capital may legally be applied for the maintenance of the charity, notwithstanding that such donations or bequests have been invested as a permanent fund (k).

A charity cannot be said to be wholly maintained by voluntary contributions and therefore exempt from the Act, if it has freehold premises used for the purposes of the charity ().

Sales authorised by the Charity Commissioners have the same validity as if they had been directed by the express terms of the trust affecting the

(g) 16 & 17 Vict. c. 137, s. 24.

(h) Ibid., s. 25.

(i) A mixed charity is a charity maintained partly by "voluntary subscriptions" (i.e., recurring gifts repeated annually or otherwise with more or less regularity) and partly by income from an endowment. See In re Clergy Orphan Corporation, [1894] 3 Ch. 145.

(k) 16 & 17 Vict. c. 137, s. 62; see Re Church Army (1905), 74 L. J. Ch. 624; 75 L. J. Ch. 467.

(1) Att.-Gen. v. Mathieson, [1907] 2 Ch. 383.