Page:Halsbury Laws of England v1 1907.pdf/377

 Part IY.

— Formation

of the Contract of Agency.

155

not authorised under seal, may bind his principal if a deed was not The authority to contract for, required by law in such a case(?z). but not to execute, a lease of lands for a term exceeding three years may be given by parol (o).

Sect.

2.

Appoint-

ment by Deed.

340. That a municipal or other non-trading corporation must Agents of <^o^Po^^*^^^scontract by a seal, or some substitute for a seal, which by law shall be taken as conclusively evidencing the sense of the whole body corporate, is a necessity inherent in the very nature of a corporation (p). Their agents must therefore be appointed under seal(g), with certain exceptions w^hich the necessity of everyday life has admitted. In matters of trifling importance, of necessary recurrence, and which admit of little delay, and, lastly, in matters for the doing of which the corporation was created, these corporations may appoint and contract by agents not appointed by deed on the ground that to hold to the contrary would occasion inconvenience and tend to defeat the very object for which the corporation had been created (r). It has also been sought to show that the doctrine of part per- Part performance will relieve against the necessity of execution under formance. Where a corporation has on its side done all that it conseal. tracted to do, and the contract is of a mercantile character (s), the corporation may sue the other party for non-performance (t) but a partial performance will not avail it (a) unless the contract is one of which specific performance may be decreed. Nor can the other party sue the corporation on a contract not under seal, which he has performed, unless it be of the trifling or necessary nature before

•

& W.

{n) Hunter v. Farker (1841), 7 M. to the agent's contract of sale of a ship

322, 344, where the addition of a was not required for its validity.

seal

(o) Callaylian v. Pepper (1840), 2 Ir. Eq. E. 399 Mortlock v. Buller (1804), 10 Yes. at p. 310. (p) Mayor of LudJoiu v. CharUon (1840), 6 M. & W. 815; Mmjor of Kidderminster V. Hardivich (1873), L. E. 9 Exch. 13. See title Cohporations. Arnold {q) Phelps V. Upton Snodsliiry Hiqlnuay Board (1885), 1 T. L. E. 425 V. Mayor of Poole (1842), 5 Scott, N. E. 741 (solicitor and town clerk must be appointed by seal, and cannot recover otherwise, even for work done, although where payment had been appropriated it was not disturbed). But a corporation which has appointed an attorney not under seal may be estopped from denying the validity of his appointment as against other parties {Faviell v. Eastern Counties Bail. Co. (1848), 2 Exch. 344 Sutton v. The Spectacle-makers' Co. (1864), 10 L. T. 411; Austin v. Guardians of Bethnal Green (1874), L. E. 9 C. P. 91 'Smith V. Cartwright (1851), 6 Exch. 927; B. v. Mayor of Stamford (1844), 6 Q. B. 433; Mayor of Ludlow v. Charlton (1840), 6 M. & W. 815; Dyte v. St. Pancras Board of Guardians (1872), 27 L. T. 342; Cope v. Thames Haven Dock and Rail. Co. (1849), 3 Exch. 841). (r) Lawford v. Billericay Bural Council, [1903] 1 K. B. 772 Clarke v. Cuckfidd Union (1852), 21 L. J. (q. b.) 349; Nicholson v. Bradfield Union (1866), L. E. 1 Q. B. 620; Diggle v. London and Blackiuall Bail. Co. (1850), 5 Exch. 442; Beverley v. Lincoln Gas Light and Coke Co. (1837), 6 A. & E. 829 Wells v. Mayor of King ston-upon- Hull (1875), L. E. 10 0. P. 402. Compare Haigh v. North Bierley Union (1858), E. B. & E. 873; Sanders v. St. Neots Union (1846), 8 Q. B. 810. " Wherever to hold the rule applicable would occasion very great inconvenience, or tend to defeat the very object for which the corporation was created, the exception has prevailed" {Church v. Lmperial Gas Light and Coke Co. (1838), 6 A. & E. 846, per Lord Denman, at p. 861). (s) London Dock Co. v. Sinnott (1857), 8 E. & B. 347. it) Fishmongers' Co. v. Bohertson (1843), 5 Man. & G. 131. (a) Maijor of Kidderminster v. Hardwick (1873), L. E. 9 Exch. 13.