Contract by a corporation for sale or purchase of land.

Trading corporations, Corporations created for particular purposes.

(stat. 30 & 31 Vict. c. 131, s. 37), contracts on behalf of any company so incorporated may be made as follows: - (1) Any contract which, if made between private persons, would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company; (2) 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, may he made on behalf of the company in writing signed by any person acting tinder the express or implied authority of the company; and (3) any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company. And any contract so made on behalf of the company may be varied or discharged in the same manner in which it was made.

(h) See above, p. 858, n. (x).

(i) Kidderminster Corp. v. Hard-wick, L. R. 9 Ex. 13; Oxford Corp. v. Crow, 1893, 3 Ch. 535; Sug. V. & P. 145; 1 Dart, V. & P. 217.

(k) Doe v. Hogg, 1 B. & P. N. R. 306; Sug. V. & P. 730.

(l) Above, p. 859, and n. (b).

(m) See above, pp. 412, 413.

Companies.

Where a contract purporting to have been made on behalf of a corporation is void at law for want of a deed, the agreement is not enforceable in equity on the ground that the corporation has had the benefit of it (q). But a corporation may be affected by the equities arising from the part performance of a parol agreement for the sale or letting of land (r). And this doctrine is applicable, not only in all cases where the corporation would have been bound by the alleged contract, if put into writing and signed by its agent (s), but also as against a corporation having the full powers of a corporation at common law (t) but being subject to the common law rule (u) requiring its contracts to be evidenced by deed (x). It is thought, however, that the doctrine of part performance cannot be invoked so as to bind a corporation to the specific performance of any agreement which is outside its powers (y), or which it is by statute prohibited from making otherwise than by deed (z). A corporation, as well as a natural person, is subject to the rule of estoppel, both at law and in equity, and may be so precluded from asserting the untruth of a statement made under its corporate seal, or of a representation made within the general scope of their authority by the words or conduct of those who are the proper persons to manage its affairs (a). A corporation may also be affected, owing to the conduct of such persons, by the like equity as arises against a natural person, who having good right to eject another from his land, lies by without asserting his title and knowingly suffers the other to remain in possession and lay out money on buildings or improvements (b). It is thought that, as in the case of the equities arising from part performance, this equity cannot be asserted against a corporation so as to compel it to perform specifically any act in excess of its powers (c). But under this head of equity a corporation may be ordered to pay compensation to the aggrieved person, notwithstanding that it be disabled from fulfilling his expectations by confirming him in his possession (d).

Contracts not binding corporations at law are not enforceable in equity.

Doctrine of part performance as affect-ing a corporation.

(n) See above, p. 860.

(o) Above, p. 860, and notes (f), (g).

(p) Beer v. London and Paris Hotel Co., L. P. 20 Eq. 412;

Jones v. Victoria Graving Dock Co., 2 Q. B. D. 314.

{q) Kirk v. Bromley Union, 2 Ph. 640; Crampton v. Varna Ry. Co., L. R. 7 Ch. 562, 568; Hunt v. Wimbledon Local Board, 3 C. P. D. 208, 214, 4 C. P. D. 48.

(r) Above, p. 11; Wilson v. West Hartlepool Ry Co., 34 Beav. 187, 2 De G. J. & S. 475, 492, 493, as to which see Hunt v.

Wimbledon Local Board, 4 C. P. D. 48, 61, 62.

(s) Above, pp. 859, 860.

(t) Above, pp. 852, 858.

(u) Above, p. 858.

(x) Crook v. Seaford Corp., L. R. 10 Eq. 678, 6 Ch. 551; Kelly, C. B., Kidderminster Corp. v. Hardwick, L. R, 9 Ex. 13, 18; Melbourne Banking Corp. v. Brougham, 4 App. Cas. 156, 169; Fry, Sp. Perf. Sec.491, 648; Dart, V. & P. 236, 1030, 5th ed.; see also Doe v. Taniere, 12 Q. B. 998, 1013.

Estoppel as against a corporation.

(y) Above, p. 858.

(z) See cases cited, above, p. 860, n. (e); Fry, Sp. Perf. Sec. 491; Pollock on Contract, 133, 7th ed.

(a) Re Bahia and San Francisco By. Co., L. P. 3 Q. B. 584; Webb v. Heme Bay Commrs., L. R. 5 Q. B. 642; Burkinshaw v. Nicolls, 3 App. Cas. 1004; Shaw v. Port Philip, etc. Co., 13 Q. B. D. 103; Balkis Co. v. Tomkinson, 1893, A. C. 396; and see George White-church, Ld. v. Cavanagh, 1902, A. C. 117; Ruben v. Great Fingall Consolidated, Ld., 1904, 2

K. B. 712

(b) Oxford's case, 1 Ch. Rep. 1; Crook v. Sea ford Corp., L. R. 6 Ch. 551, 554; Crampton v. Varna Ry. Co., L. R. 7 Ch. 562, 568; Hunt v. Wimbledon Local Board, 4 C. P. D. 48, 62; and see 2 White & Tudor, L. C. Eq. 625, 6th ed.

(c) See note (z) above.

(d) Magdalen College case, 11 Rep. 66b; Oxford's case, 1 Ch. Rep. 1,6; and ,see Balkis Co. v. Tomkinson, 1893, A. C. 396, 407; Ruben v. Great Fingall Consolidated. Id.. 1904, 2 K. B. 712.

Where a contract made with a corporation for the sale or purchase of land is induced by the misrepresentation of the corporation's agent, the rights of the party misled to rescind the contract or to affirm it and claim compensation for his loss are the same as if the agent's principal had been a natural person, who was himself innocent of fraud (e). A corporation, as well as a natural person innocent of fraudulent intent (f), may be made liable in an action of deceit for a false representation knowingly or recklessly made by its agent within the general scope of his authority (g), but not for a false representation fraudulently made by the agent outside the scope of his authority (h) or for his own private purposes (i). If on a sale or purchase of land by a corporation, any misrepresentation, whether innocent or fraudulent, be made by the other party to the contract or his agent, the corporation has exactly the same rights as a natural person would have in similar circumstances (k).