(s) Wenlock v. River Dee Co., 10 App. Cas. 354.

(t) Above, p. 856, nn. (g), (h).

(u) Bac. Abr. Corporations (E, 3); 1 Black. Comm. 475.

(x) Ludlow Corp. v. Charlton, 6 M. & W. 815; Kidderminster Corp. v. Hardwick, L. R. 9 Ex. 13; Oxford Corp. v. Crow, 1893, 3 Ch. 535. It appears that in general, as in the case of deeds executed by natural persons, any seal will do; Bract, p. 38a; Y. B. 11 Edw. IV. 4, pl. 7; 21 Edw. IV. 81, pl. 30; 10 Rep. 30 b; Perk. ss. 130 - 134; Vin. Abr. Faits (H); Shep. Touch. 57; Ball v. Dunsterville, 4 T. R. 313; National Provincial Bank of England v. Jackson, 33 Ch. D. 1, 11, 14; Wms. Real Prop. 150, 13th and 19th ed.; Pollock on Contract, 148, 7th ed. It is submitted that the doubt expressed in Grant on Corporations. 59, is not well founded. Every limited company incorporated under the Companies Act, 1862, is required to have its name engraven in legible characters on its seal; and the use by any director, manager, particular purposes.

Necessary matters of daily occurrence.

Corporations created for trading purposes.

Corporations specially created for officer or other person on behalf of the company of any seal, pur-porting to be a seal of the company, whereon its name is not so engraven renders him liable to a penalty of 50l.; stat. 25 & 26 Vict. c. 89, ss. 41, 42. Like provisions are enacted with respect to societies incorporated under the Industrial and Provident Societies Act, 1893 (stat. 56 & 57 Vict. c. 39, ss. 12, 21, 66). And under the Building Societies Act, 1874, the seal of any society incorporated thereunder is required to bear the registered name thereof; stat. 37 & 38 Vict. c. 42, ss. 9, 16 (10). It is thought that in all these cases the provisions enacted do not avoid, as against the corporation, a deed executed on its behalf under a different kind of seal; Pollock on Contract, 148, 7th ed.

(y) Church v. Imperial Gas, etc. Co., 6 A. & E. 846, 861; and see Wells v. Kingston-upon-Sull, L. R. 10 C. P. 402.

(z) Bac. Abr. Corporations (E, 3); Vin. Abr. Corporations (K); Ludlow Corp. v. Charlton, 6 M. & W. 815, 821; and see R. v. Bigg, 3 P. W. 419, 423-427, 438.

(a) Wells v. Kingston-upon-Hull, L. R. 10 C. P. 402.

(b) Beverley v. Lincoln Gas, etc. Co., 6 A. & E 829; Church v. Imperial Gas, etc. Co., ib. 846, 861; Ludlow v. Charlton, 6 M. & W. 815, 821; Henderson v. Australian, etc. Navigation Co., 5 E. & B. 409; South of Ireland Colliery Co. v. Waddle, L. R. 3 C. P. 463, 4 C. P. 617.

13 (2)

Statutory-exceptions.

Companies regulated by the Companies Clauses Act, 1845.

Companies incorporated under the Companies Act, 1S62.

(c) Clarke v. Cuckfield Union, 21 L. J. Q. B. 349; Nicholson v. Bradfield Union, L. R. 1 Q. B. G20; Lawford v. Billericay, etc. Council, 1903, 1 K. B. 772, 784 - 787. See Pollock on Contract, 152, 157, 7th ed.

(d) See cases cited in previous note. See Adler on Corporations, 84 - 98.

(e) Hunt v. Wimbledon Local Board, 4 C. P. D. 48; Young v. Leamington Corp., 8 App. Cas. 517.

(/) Stat. 8 & 9 Vict. c. 16. By as. 90, 95, the powers of contracting enjoyed by such companies may be exercised by the directors, or by a committee of them entrusted with the exercise of such powers. And by s. 97, the power which may be granted to any such committee to make contracts, as well as the power of the directors to make contracts on behalf of the company, may lawfully be exercised - (1) with respect to any contract which, if made between private persons, would be by law required to be in writing and under seal, by such committee or the directors in writing under the common seal of the company; (2) with respect to any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, by such committee or the directors in writing signed by such committee or any two of them, or any two of the directors; and (3) with respect to any contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, by such committee or the directors by parol only, without writing. And contracts so made on behalf of the company may be varied or discharged in the same manner in which they were made.

(g) Stat. 25 & 26 Vict. c. 89. By the Companies Act, 1867

It follows from these principles that a contract by a corporation for the sale or purchase of land must, as a rule, be made under its corporate seal (h), or under the hand of its agent authorised under the corporate seal (h) to contract on its behalf (i). And where the corporate seal (h) is affixed to the written memorandum of the contract, that is equivalent to the signature thereof required by the Statute of Frauds (k). It appears that, where the objects of a corporation created for trading purposes include the sale or purchase of land, contracts for these purposes may be made on its behalf without seal (l): but it should be noted that trading purposes do not, in general, include the sale or purchase of land; and it is thought that, unless traffic in land were comprehended in the objects of the corporation, the case would be governed by the general rule (m). In the case of an executory contract for the sale or purchase of land to be made with a corporation specially created for particular objects, but not for trading, it would not be safe, in the present state of the authorities, to rely upon a written memorandum not sealed on behalf of the corporation, or signed by an agent not authorised under its corporate seal, even where the objects of incorporation include the sale or purchase of land (n). Contracts for the sale or purchase of land by companies regulated by the Companies Clauses Act, 1845, or incorporated under the Companies Act, 1862, may he made in the forms authorised by statute with regard to such companies respectively (o); and it is not necessary that the contract should be executed under the corporate seal, or that the company's agent to sign the memorandum should be authorised under that seal (p).