Counties Railway Co., 3 K & J. 675; and of refreshment-rooms, and 8 & 9 VICT. c. 16. the right of lessees to have trains stopped at the station, see Rigby Refreshment v. Great Western Railway Co., 4 R. C. 175, 491.

rooms.

required. Trivial acts.

terest in land.

The general rule of law, that a corporation can contract only by Rule as to conan instrument under seal, is subject to two exceptions: first, where tracts under seal. the acts are such as a corporation is appointed to do, such as the Where seal not drawing bills of exchange by a trading company; secondly, where convenience requires that they should be able to do certain acts, as, for instance, to appoint a servant, and other trivial acts, which in practice could not be done at all if the affixing of a seal were required on every occasion. There is still another class of cases, viz., where there exists an overruling necessity of doing some act of importance: (Per Alderson, B. in Diggle v. London and Blackwall Railvay Co., 5 Exch. 442; 19 L. J. (Exch.) 308.) Thus it has been held Contracts for inthat a railway company cannot in general contract for an interest in land except under seal: (Lowe v. London and North-Western Railway Co., 21 L. J. (Q. B.) 361;) and it can only be made re- Use and occupasponsible in an action for use and occupation of premises for the tion. period of actual occupation; and a continuous occupation for several years will not render them tenants from year to year: (Finlay v. Bristol and Exeter Railway Co., 7 Exch. 409; 21 L. J. (Exch.) 117.) The former of these cases is, however, an authority to show that Where company the fact of the company deriving benefit from a contract is evidence benefit. of their having entered into it; and though it was held that a railway company had no power to enter into a parol contract for the use and occupation of land, yet they were held liable to be sued in assumpsit for use and occupation during the time they had actually occupied the land, notwithstanding that the directors had not entered into the contract under their common seal, such a parol contract being implied as under this section they might have entered into. This case was followed in Pauling v. London and NorthWestern Railway Co., 8 Exch. 867, which is to the same effect; see also Church v. Imperial Gas Co., 6 A. & E. 846; Mayor of Ludlow v. Charlton, 6 M. & W. 815; Eastern Counties Railway Co. v. Broom, 6 Exch. 314; 20 L. J. (Ex.) 196.

has derived

by secretary.

But where it appeared that a contract had been entered into on Delivery of goods the basis of a letter written by the secretary of a company, who had on faith of letter no independent authority to bind the company, and there had been a delivery and acceptance and part payment of the goods under the contract, it was held that the company might avoid it: (Williams v. Chester and Holyhead Railway Co., 15 Jur. 828.)

seal.

It has always been an exception to the rule that a corporation can Ordinary cononly express its will under its common seal, that it may transact tracts not under trifling business, and enter into such ordinary contracts as are matters of constant recurrence, the making of which forms part of its customary functions, without the employment of it: (Mayor of Lullone v. Charlton, 6 M. & W. 815.) The cases which have decided what acts do or do not come under this exception are too numerous and of too special a character to require more than a reference in this place. Some of them have elsewhere been more particularly noticed. See Mayor of Carmarthen v. Lewis, 6 C. & P. 608; Finlay v. Bristol and Exeter Railway Co., 7 Exch. 416; 21 L. J. (Exch.) 117; De Grave v. Mayor, &c., of Monmouth, 4 C. & P. 111; Reg. v.

Extra Works-Agents-Bills of Exchange.

97

See further, as to the authority of agents to bind their principals 8 & 9 VICT. c. 16. y acts out of the scope of their authority, Barnes v. Pennell, 2 H.

C. 497; Olding v. Smith, 16 Jur. 497; and ante, p. 91.

Where a contractor had entered into a contract under seal with a Extra works. ailway company for the execution of certain works, according to the erms of a specification annexed, which also contained provisions for xtra work, and he entered on the work under the superintendence f the company's engineer, and with his approbation executed certain xtra works, which, however, could not be considered as within the rovisions of the contract, it was held that the company were not able to him for the extra work so performed: (Homersham v. Wolerhampton Waterworks Co., 6 Exch. 137.)

Where by the deed of a settlement it was provided that all con- Limitation racts above a certain value entered into by a company should be as to value of contracts by igned by three directors, or be under the common seal of the com- directors. any, with the authority of a special meeting, and the company were sued on an agreement above the prescribed value made by parol with he chairman, and the plaintiff had recognised the agreement in correspondence with the secretary, and had received payments for it, which were audited and allowed in the accounts of the company, it was held that the contract was ratified by and binding on the company: (Reuter v. Electric Telegraph Co., 6E. & B.341; 26 L. J. (Q. B.) 46.) As the appointment of an attorney to a corporation must be made under seal, (Arnold v. Mayor of Poole, 4 M. & G. 860; Mayor of Thetford's Case, 1 Salk. 191; 2 Raym. 848,) so it must be in the case of a railway company; but it was held that the submis- Reference of sion by the attorney of a railway company of a claim against them claim by attorney of company. was valid, though he had no authority under seal to defend or to refer the case: (Faviell v. Eastern Counties Railway Co., 2 Exch. 344;) and in such a case the company are estopped, he having Estoppel. appeared for them, from saying that he was not properly appointed: (per Platt, B., ibid. ;) and unless there is something disclosed to show Presumption that the attorney was not appointed under seal, he will be presumed to have been so appointed: (Thames Haven, Dock, and Railway Co. v. Hall, 5 M. & G. 274: and see R. v. Justices of Cumberland, 5 R. C. 332; 5 D. & L. 431.)

As to what proceedings of directors in the appointment of agents and officers must be under the seal of the company, see further Reg. v. Mayor of Stamford, 6 Q. B. 433; Henderson v. Australian Steam Navigation Co., 5 E. & B. 409; 24 L. J. (Q. B.) 322; Governor and Co. of Copper Miners v. Fox and Others, 20 L. J. (Q. B.) 174; 16 Q. B. 236; London Dock Co. v. Sinnott, 8 E. & B. 347; 26 L. J. (Q. B.) 169; and ante, pp. 91 and 96.)

that attorney appointed under

seal.

servants

The appointment, however, of ordinary servants need not be under Ordinary the seal of the company: (Cope v. Thames Haven, Dock, and Railway not appointed Co., 3 Exch. 841; 18 L. J. (Exch.) 345; Giles v. Taff Vale Railway under seal. Co., 2 E. & B. 822.)

At law if an executory contract, founded upon mutuality of lia- Mutuality of bility and obligation, be not binding on the company, by reason obligation. of its not being under the seal of the company, it cannot be enforced by the company by reason of the reciprocity of liability and obligation: (Governor and Co. of Copper Miners v. Fox, 20 L. J. (Q. B.) 176; 16 Q. B. 229.)

G

Acceptance of

8 & 9 VICT. c. 16. The important question whether it is competent to a railway company to accept bills of exchange, received a decision, after careful bills of exchange argument, in the recent case of Bateman v. Mid Wales Railway Co., L. R. 1 (C. P.) 499; 35 L. J. (C. P.) 205; 14 W. R. 672, where all

by railway companies.

Cheques.

the previous cases on the common law of contracts, ultrâ vires of a company were examined. There the declaration charged the company as the acceptors of several bills of exchange, drawn by J. W. & Co., and purporting to be accepted in the following form:"Accepted by order of the board of directors, and payable at the Agra and Masterman's Bank, John Wade, secretary," with the seal of the company annexed. It was admitted that the company had actually commenced business as a railway company, and that there had been a resolution of a board of directors authorising the acceptance of the bills in question. It was held that a plea of non-acceptance properly raised the question of the competence of the company to accept, and that it is not competent to a company, incorporated in the usual way for the formation and working of a railway company, to draw, accept, or indorse bills of exchange. Three instances only were cited of the acceptances of negotiable instruments by corporations having been binding. These were distinguished as exceptions to the general rule that in general a corporation cannot be liable on such instruments; and on the question of principle, Erle, C. J., remarks :-"The question then is, whether this company, being a corporation created for the specific purpose of making a railway, can lawfully bind itself by accepting a bill of exchange. I am of opinion that it cannot. The bill of exchange is a cause of action, a contract by itself which binds the acceptor in the hands of any indorsee for value; and I conceive it would be altogether contrary to the principles of the law which regulates such instruments that they should be valid or not, according as the consideration between the original parties was good or bad-or whether, in the case of a corporation, the consideration in respect of which the acceptance is given is sufficiently connected with the purposes for which the acceptors are incorporated. It would be inconvenient to the last degree if such an inquiry could be gone into. Some bills might be given for a consideration which was valid, as for work done for the company, and others as a security for money obtained on loan beyond their borrowing powers. It would be a pernicious thing to hold that, in respect of the former, the corporation might be sued by an indorsee, but in respect of the latter not." And see the judgment of Crompton, J., in Chambers v. Manchester and Milford Railway Co., 10 Jur. N. S. 700; 33 L. J. (Q. B.) 268; Steele v. Harmer, 14 M. & W. 831. See also upon this subject Peruvian Railway Co. v. Thames and Mersey Marine Insurance Co., L. R. 2 Ch. App. 619; 15 W. R. 708; 16 L. T. N. S. 315.

Where a cheque on the company's bankers, for payment to a third party of the company's money, was drawn by three directors in the name of the company, but the cheque was signed by them in their own names, and countersigned by the secretary of the company, adding to his name "secretary," and a stamp bearing the name of the company was affixed; but the three directors did not appear on the face of the cheque to be directors, or to sign as such, it was held that it did not purport to be the cheque of the company, and

Minutes-Informal Appointments of Directors.

99

was not binding on it: (Serrell v. Derbyshire and Worcester Railway 8 & 9 VICT. C. 16. Co., 19 L. J. (C. P.) 371; 9 C. B. 811.)

be entered in a

XCVIII. The directors shall cause notes, minutes, or Proceedings to copies, as the case may require, of all appointments made or book, and to be contracts entered into by the directors, and of the orders evidence (a). and proceedings of all meetings of the company, and of the directors and committees of directors, to be duly entered in books to be from time to time provided for the purpose, which shall be kept under the superintendence of the directors; and every such entry shall be signed by the chairman of such meeting; and such entry so signed shall be received as evidence in all courts, and before all judges, justices, and others, without proof of such respective meetings having been duly convened or held, or of the persons making or entering such orders or proceedings being shareholders or directors or members of committee respectively, or of the signature of the chairman, or of the fact of his having been chairman, all of which last-mentioned matters shall be presumed, until the contrary be proved.

mental bill.

(1)It is the duty of a public corporate body to keep a record of Course where all their proceedings, and therefore, where circumstances transpired entered in books proceedings not after a decree had been made, which might have influenced the produced in a decree, but were not able to be brought forward, because they were suit: supplenot entered in the company's books, which were in evidence, the Lord Chancellor thought he might use his discretion to allow a supplemental bill, in the nature of a bill of review, putting these circumstances in issue, to be filed: (Sheffield Canal Co. v. Sheffield and Rotherham Railway Co., 3 R. C. 486.

notes taken at a

It would seem that no objection can be made on the ground that Minutes may be the minutes, signed by the chairman at a subsequent meeting, have made up from been made up from rough notes taken at a previous meeting: (Re meeting. Jennings, 1 Ir. Ch. Rep. 236; and see West London Railway Co. v. Bernard, 3 R. C. 649; 3 Q. B. 873; 8 Jur. 144.)

minutes.

Where an act prescribed that the orders and proceedings of all Confirmation of meetings of a railway company "shall be entered in some book or books, to be provided and kept for that purpose, and shall be signed by the chairman of such respective meetings," it was held that the signature of the resolution of the former meeting, with the addition of the words, "confirmed, 24th August," by the chairman of the following meeting, he having presided at the former meeting, was sufficient: (West London Railway Co. v. Bernard, 3 R. C. 649; & Jur. 144; 3 Q. B. 873; London and Brighton Railway Co. v. Fairdough, 2 M. & G. 686; Southampton Dock Co. v. Richards, 1 M. & G. 448; and see Miles v. Bough, 12 L. J. (Q. B.) 74 ; 7 Jur. 81; 3 Q. B. 845; 3 R. C. 668.)

Informalities in

XCIX. All acts done by any meeting of the directors, appointment of or of a committee of directors, or by any person acting as directors not to

invalidate pro

ceedings,