Corporations created by-statute for particular purposes.

Railway-companies.

River navigation company.

Companies incorporated under the Companies Act, 1862.

(c) Eastern Counties Ry. Co. v. Hawkes, 5 H. L. C. 331, 345 - 348; Ashbury, etc. Co. v. Riche, L. R. 7 H. L. 653; A.-G. v. Great Eastern Ry. Co., 5 App. Cas. 473, 478, 481, 486; Wenlock v. River Bee Co., 36 Ch. D. 675, 685, n., 10 App. Cas. 354, 359 - 363.

(d) Mulliner v. Midland Ry. Co., 11 Ch. D. 611; Re Metropolitan District Ry. Co. and Cosh, 13 Ch. D. 607; Hobbs v. Midland Ry. Co., 20 Ch. D. 418; Re Gonty and Manchester, etc. Ry. Co., 1896, 2 Q. B. 439, 447, 449, 450. But a stranger may by adverse possession obtain a good title under the Statute of Limitations as against such a company; Midland Ry. Co. v. Wright, 1901, 1 Ch. 738.

(c) Stat. 8 & 9 Vict. c. 18, ss. 127 sq. As to such sales, see London and South Western Ry. Co. v. Gomm, 20 Ch. D. 562; Re Thackwray and Young's Contract, 40 Ch. D. 34.

(/) Stat. 8 & 9 Vict. c. 20, s. 45; Mulliner v. Midland Ry. Co., 11 Ch. D. 611, 621.

(g) Wenlock v. River Dee Co., 10 App. Cas. 351; Wenlock v. River Dee Co., 36 Ch. D. 674, 38 Ch. D. 534.

(h) Ashbury, etc. Co. v. Riche, L. R. 7 H. L. 653.

Trading company generally empowered to sell, or mortgage its property.

If lands be vested in a corporation upon any trust, its power to dispose thereof depends upon the general law regulating the alienation of property held in trust (m). And if a corporation hold land upon any charitable trust or for any charitable purpose, the alienation thereof is subject to the general law governing the conveyance of charity lands (n).

Lands held by a corporation on trustor for charitable purposes.

The capacity of a corporation to contract, whether with respect to its property or otherwise, is determined by the same principles exactly as regulate its capacity to dispose of its land (o). If it be a corporation at common law, it has, as a rule, the like capacity of contracting as is enjoyed by any natural person free from disability (p). If the corporation be a common law corporation controlled by statute (q), as in the case of ecclesiastical corporations and colleges and many charitable corporations, its capacity of contracting of course depends on the provisions of the Acts, which have curtailed or regulated its powers. And if the corporation were created by statute for particular purposes, it is enabled to enter into any contract consistent with those purposes (r) and not exceeding any powers expressly conferred upon it (s): but if the corporation purport to make any contract inconsistent with the objects of its being or in excess of its express powers, the agreement will be void (t). The capacity of any corporation to contract is also qualified by the general rule of law, that a corporation can only bind itself by deed under its corporate seal (u); so that, as a rule, the contract of a corporation must be evidenced by deed under its corporate seal, or must be made by an agent authorised under its corporate seal to contract on its behalf (x). To this rule, however, there are certain exceptions, both at common law and by statute. The common law exceptions appear to stand on the ground of the necessity of the case, or of convenience amounting to necessity (y). Thus of old time an exception was allowed in matters of small importance constantly occurring, as the engagement of a domestic servant, where to require a deed would be "greatly to obstruct the every-day ordinary convenience of the body corporate, without any adequate object"(z). And this principle has been applied of late years to such an important matter as a contract by a municipal corporation possessed of a graving dock for the admission of a ship to the dock (a). On a similar principle it has been established in modern times that, where a corporation has been especially created for trading purposes, it may by its agents enter into all contracts necessary for or incidental to carrying on its trade in the same manner as a natural person may; and it will be bound by such contracts, although neither the agreement itself nor the agent's authority be evidenced by deed (b). And the weight of authority is in favour of the opinion that the principle of this exception is not confined to the case of trading corporations, and that any corporation specially created for particular, though not for trading purposes, may make contracts necessary for effecting those purposes without seal (c). But no more has been actually decided than that such a corporation is bound by contracts of this kind, made without seal, where the contract has been executed in its favour (d). And this exception does not apply in cases where a corporation is prohibited by statute from making a contract otherwise than by deed (e). The statutory exceptions arise where a corporation is authorised by Act of Parliament to contract without deed. Of these the most important relate to contracts proveable, as between natural persons, by signed writing or word of mouth only, and made by companies established by special Act of Parliament incorporating the Companies Clauses Act, 1845 (f), or companies incorporated under the Companies Act, 1862 (g).

Contracts by corporations.

(i) Ashbury, etc. Co. v. Riche; Wenlock v. River Bee Co., ubi sup.

(k) Re Patent File Co., L. R. 6 Ch. 83; General Auction, etc. Co. v. Smith, 1891, 3 Ch. 432.

(I) Stagy v. Medway, etc. Co., 1903, 1 Ch. 169.

(m) Above, pp. 268 sq., and see pp. 498 - 499.

(n) Above, pp. 393, 394, 404 - 409; A.-G. v. National Epileptic Hospital, 1904, 2 Ch. 252.

Corporations can, as a rule, only bind themselves by deed.

Exceptions.

(o) Above, pp. 855 - 857.

(p) Above, p. 852, n. (z); A.-G. v. Newcastle-upon-Tyne Cop., 23 Q. B. D. 492, 495, 497, 1892, A. C. 568.

(q) Above, p. 855.

(r) See General Auction, etc. Co. v. Smith, 1891, 3 Ch. 432: Stagg Medway, etc. Co., 1903,1 Ch. 169.