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have acted as upon an executed contract, it is to be presumed against them, that every thing has been done that was necessary to make it a binding contract upon both parties, they having had all the advantage they would have had if the contract had been regularly made. This is by no means inconsistent with the rule, that, in general, a corporation can only contract by deed; it is merely raising a presumption against them from their acts, that they have contracted in such a manner as to be binding upon them, whether by deed or otherwise. Per Lord Denman, C. J., Doe d. Pennington v. Jamieth, 13 Jur. 123.

If a contract is executed on the part of a corporation, and the parties who contracted with the corporation have received the benefit of the consideration money from the corporation, in that case the other parties are bound by the contract, though not under the corporate seal, and are liable to be sued thereon by the corporation. Fishmongers' Company v. Robinson, 6 Scott, N. R. 56, see p. 105.

Though the affixing of the common seal to the deed of conveyance of a corporation be sufficient to pass the estate, without a formal delivery, if done with that intent, yet it has no such effect if the order for affixing the seal be accompanied with a direction to their clerk to retain the conveyance in his hands till accounts have been adjusted with the purchaser. Derby Canal Company v. Wilmot, 9 East, 360. See Doe d. Bank of England v. Chambers, 4 Ad. & E. 412; 6 Nev. & M. 539.

A corporation aggregate may sue and be sued in indebitatus assumpsit. Beverley v. Lincoln Gas Light Company, 6 Ad. & E. 829; Arnold v. Mayor of Poole, 4 M. & Gr. 896.

An action lies against an incorporated company for a thing done, within the purpose of a corporation, in such a manner as would constitute a wrong for which an action would lie if done by a private individual. Green v. London General Omni

bus Company, 29 L. J., C. P. 13.

An action may be maintained by a company for a libel on one of its shareholders. Metropolitan Saloon Omnibus Company, Limited v. Hawkins, 28 L. J., Exch. 201.

An act of parliament incorporating a railway company gave power to the directors "to appoint and displace any of the officers of the company, and to enter into contracts and other matters necessary for the transaction of its affairs:" it was held, that the appointment of an attorney to the company need not be under their corporate seal. Reg. v. Cumberland, Justices, 12 Jur. 1025; L. J., 1848, Q. B. 102. A solicitor, who was employed to conduct a prosecution by a corporation, recovered his bill of costs from the corporation, although not retained under seal. Haigh v. North Bierley Union, El., Bl. & El. 873.

By a railway incorporation act the directors of the company were authorized to use the common seal, and all con

tracts in writing relating to the affairs of the company which should be signed by any three of the directors were to bind the company. The company after having been established for some time resolved to change the system of locomotion, and by their secretary entered into an agreement, not under seal, with a contractor that he should execute works. He accordingly commenced the works, but before they were complete he was dismissed by the company. It was held, that he could not recover the value of the work done, because there was no contract under seal, nor signed by three directors, nor entered into under a resolution of the directors authorizing the work in question. Diggle v. London and Blackwall Railway Company, 5 Rail. Cas. 591; 5 Exch. 442; see Homersham v. Wolverhampton Waterworks Company, 6 Rail. C. 790, post, s. 97, n.

A contract to bind a corporation as to its revenues must be under its common seal, although individual members signing a contract will be personally liable; Taylor v. Dullidge (Dulwich) Hospital, 1 P. Wms. 655; see 3 Atk. 473; 3 B. & Ad. 125; 4 Bing. 483; 6 Ad. & E. 346, 829; 4 Ad. & E. 410.

It was questioned whether a corporation can borrow money except under the corporate seal. Wilmot v. Corporation of Coventry, 1 Y. & Coll. 518. Sir J. Leach, however, was of opinion that if a regular corporation resolution passed for granting an interest in a part of the incorporation property, and upon the faith of that resolution expenditure had been incurred, that both principle and authority would be found for compelling the corporation to make a legal grant in pursuance of that resolution. Marshall v. Corporation of Queensborough, 1 Sim. & St. 520; see 1 P. Wms. 656; 3 Atk. 476, 478.

It is settled that an agent is responsible, though known by the other party to be an agent, if by the terms of the contract he makes himself the contracting party. Higgins v. Senior, 4 M. & W. 834; Lennard v. Robinson, 5 El. & Bl. 125; Parker v. Winlow, 7 El. & Bl. 942; Williamson v. Barton, 7 H. & N. 899.

As to the power of a general agent to bind his principal as Powers of to third parties, notwithstanding the limited authority of the agent. principal, see Duke of Beaufort v. Neeld, 12 Cl. & Fin. 248.

Although an agent cannot delegate his authority to another person, it is clear that an agent must necessarily perform a number of his acts and functions through the aid of the persons by whom his authority is delegated. A proposal for a life policy was accepted on behalf of an insurance company by their agent in Australia, who acted in the transaction through the medium of a sub-agent, and the premium was paid. It was held binding on the company, although the agent had no authority to appoint a sub-agent, and although there were some informalities of form but not of substance.

Rossiter v. Trafalgar Life Assurance Association, 27 Beav. 377. See Toule v. National Guardian Assurance Society and Albert, &c. Guarantee Company, 5 L. T., N. S. 193, L. J. See Pole v. Leask, 28 Beav. 562; 6 Jur. N. S. 1104; 29 L. J., Ch. 888, where it was held (inter alia), that where an express authority is given an implied authority is combined with it to do all such acts as may be necessary for effecting the object for which the express authority is given. The powers of an agent are limited to the extent of the powers of the principal. Contracts which would not be binding on the principal as ultra vires, do not become binding by means of their having been entered into through the medium of an agent. Montreal Association Company v. M'Gillivray, 8 W. R. 165, Privy Council.

Powers to borrow money are frequently given to companies incorporated by act of parliament. See 8 & 9 Vict. c. 16, ss. 38-55; Shelford on Law of Railways, pp. 155— 162, 3rd ed. As to loan notes, see Ib. pp. 51, 52; Furness v. Caterham Railway Company, 27 Beav. 358.

Where the articles of association are silent a joint stock company has an implied power to borrow money, and if their business render it necessary may bind themselves by bills or promissory notes. Bank of Australasia v. Bank of Australia, 12 Jur. 189; West Cornwall Railway Company v. Mowatt, 12 Jur. 407; Re Norwich Yarn Company, 22 Beav. 143; Bryon v. Metropolitan Saloon Omnibus Company, 4 Jur. N. S. 1224; Morgan's Case, 1 Hall & T. 320; 1 Mac. & G. 225; see Burmester v. Norris, 6 Exch. 796.

The Port of London Shipowners' Loan and Assurance Company was amalgamated with the Sea, Fire and Life Assurance Society by a deed which was subsequently judicially declared to be illegal and void. By the deed of settlement of the company the directors were authorized to draw and accept bills for the purposes of the company. B. had before the so-called amalgamation effected a policy with the Port of London Company, upon which he sustained a loss, in satisfaction of which the directors of the Sea, Fire, Life Society, after the amalgamation, gave him a bill drawn by them upon their cashier: it was held, that the latter company was not liable upon the bill, it not having been drawn for the legitimate purposes of the company, and B. being bound to take notice of the contents of the deed of settlement, and therefore cognizant of the want of authority in the directors to draw the bill. Balfour v. Ernest, 5 C. B., N. S. 601; 5 Jur. N. S. 439; 28 L. J., C. P. 170.

Directors of a registered company, at a meeting of the directors, ordered the secretary to accept a bill of exchange in favour of a shareholder to whom the company was indebted for work done. The secretary accepted the bill (which was drawn on the company) "by order of the directors on behalf of the company." The company's deed pro

hibited the directors from accepting bills. The indorsees of the bill in one count alleged that the directors accepted the bill by the secretary, their agent, and in a second count alleged that they, assuming to be directors of the company, falsely pretended that they had authority to accept and to order the secretary to accept on behalf of the company, whereby the indorsees, relying upon the acceptance, believed that it was duly authorized by the company, and took the bill for value : it was held, that the directors were not liable on the first count, the acceptance not being by the secretary on their behalf; also that on pleas to the second count of not guilty and a traverse of the allegation, that the indorsees took the bill in reliance upon the acceptance as being authorized by the company, the directors were entitled to the verdict, there being no evidence that the indorsees gave value for the bill, or that they were otherwise injured. Eastwood v. Bain, 3 H. & N. 738; 28 L. J., Exch. 74.

Directors of a company were prohibited from giving bills of exchange, but they had powers to borrow on mortgage. They however gave bills to secure an existing debt, and a mortgage was at the same time executed under the seal of the company, which was made subject to redemption on payment of the bills: it was held, first, that the mortgage was given to secure the debt, and not the payment of the bills, and therefore was valid; and that upon a bill of foreclosure by the mortgagee the debt of the company must be treated as valid until set aside by an independent proceeding. Scott v. Colburn, 26 Beav. 276; 5 Jur. N. S. 183; 28 L. J., Chanc. 635.

A corporation was empowered by an act to purchase lands for enlarging the Borough Market, and it directed them within seven years after the passing of the act to sell so much of the lands as were not required, the proceeds to be applied for the purposes of the act. There was also power to borrow money on debentures, and one holder was to have no priority over another. Power was also given to borrow money on mortgage, or by sale of the corporate property. All the money received under the act, and the rents of the estates and the tolls of the market, after paying various charges, were to be applied in payment of the money borrowed. The corporation was also restrained by the act, without the consent of the lords of the treasury, from taking, appropriating, using, selling, demising, mortgaging or alienating for the purposes of the act any messuages which they could not have taken before the act passed. Upon a bill by a debenture holder, it was held, that a mortgage of lands made to a debenture holder as a further security for money advanced on debentures could not be supported; that such mortgage gave no priority or preference to the mortgagee; and that the lands comprised in the mortgage (being part of those pur


chased under the act) must be sold, and the purchase-money applied in discharge of the debts as directed by the act. Winton v. Brecon (Mayor, &c. of), 5 Jur. N. S. 882; 28 L. J., Chanc. 600.

A power to borrow money for the purposes of a bank may be considered as a necessary incident to a banking company. Bank of Australasia v. Breillat, 6 Moore, P. C. 152; 12 Jur. 189; Maclae v. Sutherland, 3 El. & Bl. 1. And the exercise of such a power by directors will render the company liable to a bonâ fide lender, although there has not been a compliance with all the provisions of the company's deed by the directors. Royal British Bank v. Turquand, 5 El. & Bl. 248; 6 lb. 327; Agar v. Athenæum Life Assurance Society, 3 C. B., N. S. 725. It can hardly be necessary to observe that such a power will not authorize the banking company to borrow money for converting a company into another of a different description.

It is competent to the majority of the shareholders of a limited company to borrow money on its credit, and an injunction was refused on the suit of the minority seeking to restrain such borrowing, on the ground that the capital of the company could not be increased by borrowing without the consent of the shareholders; but it was held to be inapplicable, the capital being one thing and the increase of cash in hand a different thing; Bryon v. Metropolitan Saloon Omnibus Company (Limited), 4 Jur. N. S. 680, 1262.

A company registered under the 19 & 20 Vict. c. 47, was established for purchasing vessels and running them between certain places, or of letting out the same ships, and generally to transact the business of shipowners. By the 55th clause of the articles of the association the directors were authorized to

exercise all powers which the company might exercise in general meeting, and which by the 19 & 20 Vict. c. 47, or by their articles of association were not to be exercised in public meeting. The articles contained no clause having reference to raising money: it was held, that under the 55th clause the directors had power to mortgage ships belonging to the company. It was considered to be clear that with regard to everything which is within the powers of a registered joint stock company, the majority of shareholders have power to deal with the assets of the company. Australian Auxiliary Steam Clipper Company v. Mounsey, 4 Jur. N. S. 1224; 27 L.J., Chan. 729.

By the company's deed of settlement, the liability of the shareholders, inter se, was limited to the amount of their shares in the capital of the company, with powers of increasing such capital, and of borrowing money on mortgage of the company's real estate. The capital having been expended, the directors applied money borrowed by them of a bank for carrying on the business of the company. It was decided that the directors could charge such money against the com

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