Page:Harvard Law Review Volume 2.djvu/136

 118 HARVARD LAW REVIEW,

In England, owing to the generally prevailing illiteracy, the use of the seal became the ordinary way of indicating the maker of a charter. The practice, apparently, was not the result of a desire for peculiar solemnity, but merely for indentification. The use and object of a corporate seal may be assumed to have been the same as of an individual seal. It is true that Blackstone ^ finds a reason for its use in the fact that " a corporation, being an invisible body, cannot manifest its intentions by any personal act or oral dis- course; it therefore acts and speaks only by its common seal." But this reason, besides bearing on its face indications of having been invented after the fact, goes altogether too far. A corpora- tion has no hand with which to affix its seal, and if it may perform that act by an agent, there is no reason in the nature of things why it should not do anything else by the same instrumentality.^ And in the Roman law the use of a common seal was only a possible, not a necessary, way for a corporation to act.

When writing became a general accomplishment, the use of a seal for private documents was reserved for instruments of a peculiarly formal or solemn character. That a similar transition did not take place in the use of the seal of a corporation may be ascribed to the natural conservatism of a number of men acting in a body, and to the fact that from the character of early corporations the inconvenience of sealing all corporate contracts was not likely to be felt. However this may be, it was a rule of law well settled before business corporations came into existence that a corporation could only act by deed under its common seal. To the rule some slight exceptions were allowed, but only in few cases. Such a restriction could not fail to be extremely embarrassing to corpo- rations, when they afterwards sprang up, the object of which was to carry on trade ; and the development of the law on this point in regard to such corporations shows not so much a growth of legal doctrine, as an endeavor to do away with the inconvenient restraint imposed on all aggregate corporations, which had its origin when guilds and municipal and ecclesiastical associations were the only corporate bodies, — an endeavor that met with but indifferent success.^

The general rule seems to have been well settled in the fifteenth

1 I Com. 475.


 * I Blackst. Com. (Sharswood's ed.) 475, n. 7.

» Taylor on Evidence (8th ed.), § 976 et seg.