It may be noted here, with respect to the assurance of land to a corporation, that under the old doctrine of uses a corporation, having no conscience, could not stand seised of land to another person's use (o). It follows that, where a freehold estate is conveyed to a corporation to the use of or upon trust for another, the use will not be executed by the Statute of Uses (p), but the legal estate will remain in the corporation (q). As, however, a trust may be enforced against a corporation under the modern rules of equity (r), the corporation will in such case hold the legal estate on trust for the other. An Act of 1809 (s) enables a corporation and another to acquire and hold any property in joint tenancy. Before this Act, a gift to a corporation and another person jointly made them tenants in common (t).

Companies incorporated under the Companies Act, 1862.

Corporation cannot stand seised to another's use, but may hold on trust.

Gifts to a corporation and another jointly.

(k) See Index to Statutes, Mortmain, 2, 3; Shelford on Mortmain, 27, 42 sq.; Tudor's Charitable Trusts, 429, 3rd ed.; above, pp. 400, n. (i), 401, n. (l).

(/) Stat. 25 & 26 Vict. c. 89.

(m) Sect. 18.

(n) Sect. 20, also authorising the Board of Trade, by licence under the hand of one of their Principal or Assistant Secretaries to empower any such company to hold lands in such quantities and subject to such conditions as they think fit.

(o) 1 Rep. 122a; 1 Sand. Uses, 59.

{p) Stat. 27 Hen. VIII. c. 10.

(q) Sugd. n. to Gilb. Uses, 7, 8, 3rd ed.

(r) Lewin on Trusts, 30, 6th and 10th ed.

(a) Stat. 62 & 63 Vict. c. 20, passed 9th Aug. 1899.

With respect to the capacity of corporations to alienate their lands, the rule is, as we have seen (u), that every corporation existing as such at the common law (x) has as full capacity to dispose of its lands as a natural person free from disability. But corporations existing for public or charitable purposes have in many instances been restrained by statute from disposing freely of their lands. Thus ecclesiastical and eleemosynary corporations and colleges were restrained by statutes of Elizabeth and James I. from alienating their lands for more than twenty-one years or three lives (y); and the alienation of the estates of ecclesiastical corporations and colleges is now regulated by many statutes (z). So also the alienation of Crown lands is now controlled by statute {a). And municipal corporations subject to the provisions of the Municipal Corporations Act, 1882, may not alienate corporate land (except by leasing to a limited extent) without the approval of the Local Government Board (b).

Alienation of land by corporations.

Ecclesiastical corporations.

Crown lands.

Municipal corporations.

{t) Co. Litt. 189, 190a; Bac. Abr. Joint Tenants (B); Law Guarantee, etc. Socy. v. Bank of England, 24 Q. B. D. 406, 411.

(u) Above, p. 852, and n. (z); 1 Prest. Abst. 272, 2nd ed.

(x) It should be noted that one method of creating a corporation at common law is by Act of Parliament; 10 Rep. 29b; 1 Black. Comm. 473. But a distinction must be carefully drawn between corporations created by Act of Parliament with the nature and qualities of a corporation at common law and those created by statute for particular purposes; see Bowen, L. J., Wenlock v. River Bee Co., 36 Ch. D. 675, 685, n.; below, p. 856.

(y) See Co. Litt. 43a, 44a; Magdalen College case, 11 Rep. 66b; Magdalen Hospital v. Knotts, 4 App. Cas. 324.

(z) See Index to Statutes, Colleges (2), Corporation (2), Ecclesiastical Commission (3), Lease (3); Davidson, Prec. Conv. vol. 2, pt. 1, p. 460, n., 4th ed.; 1 Key & Elph. Prec. Conv. 592, 719, 7th ed.

(a) See Index to Statutes, Crown Lands and Land Revenues; Wms. Real Prop. 56, n. (l), 19th ed.

(b) Stats. 45 & 46 Vict. c. 50, ss. 6, 108, 109, amended by 51 & 52 Vict. c. 41, s. 72 (see s. 100), and replacing 5 & 6 Will. IV. c. 76, ss. 94, 96; 6 & 7 Will. IV. c. 104, s. 2; Davis v. Leicester Corp., 1894, 2 Ch. 208. Before the commencement of the Local Government Act, 1888, stat. 51 & 52 Vict. c. 41, s. 72, this approval had to be given by the Treasury.

Corporations created by statute for particular purposes stand on a different footing from corporations existing at the common law, and may not dispose of their corporate property in any manner which is extraneous to the purposes for which the corporation was created (c). Thus railway companies, having the usual powers under their special Act to take and use land for the purpose of the railways and works, cannot alienate their land, or any estate or interest therein, otherwise than for the purposes of the Act (d); excepting only such land as they may dispose of as being superfluous land under the Lands Clauses Act, 1845 (e), or as having been taken for extraordinary purposes under the Railway Clauses Act, 1845 (f). On the same principle, where a company, which was incorporated for the navigation of a river by a statute silent as to any borrowing powers, and which had been empowered by a subsequent Act to borrow up to a limited amount upon mortgage of its lands, borrowed in excess of the limit and purported to charge its lands with the repayment of the money so borrowed, the charge was held to be void (g). So also companies incorporated under the Companies Act, 18G2 (h), are not at liberty to dispose of their property in any manner which is inconsistent with their objects as defined in their memorandum of association (i). If therefore such a company convey away its land by way of sale, mortgage, or otherwise, the conveyance is valid if the transaction were expressly or impliedly authorised by its memorandum of association (k): but if not, the assurance is void. It may be remarked that a trading company is by necessary implication empowered to raise money by the sale, mortgage or pledge of its assets (k). It should be noted that where a statutory corporation created for particular purposes does any act, which is void as being ultra vires, the act cannot be ratified or rendered valid by the assent thereto of every individual corporator or shareholder (i). Here it may be mentioned that, if a corporation be created by statute for particular purposes with capacity to hold land and to contract debts in such manner that the land can be taken in execution to satisfy the debts, it may lawfully give a charge upon land in favour of a creditor to secure payment of a pre-existing debt, which he might otherwise have enforced by suing the corporation and taking the land in execution (l).