Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/233

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 248. rate seal is not essential to the valid appointment of an agent ;' and a corporation may be bound by the oral or written con- tracts of its agents, which are neither authorized nor executed under the corporate seal. 2 Further, a contract may bind the corporation although the officers making it use their private seals. 3 But a contract so executed is not the deed of the cor- poration ; and if suit is brought on it against the corporation in a court where the old forms of action are preserved, the proper action is assumpsit and not covenant;* while, if the contract had been under the corporate seal, assumpsit would not lie. 5 Indeed not a few cases hold that a corporation may bind itself in any way in which an individual can. 6 1 Bank of Columbia v. Patterson, 7 Cranch, 299, 305; Randall v. Van Vechten, 19 Johns. 60; Reynolds v. Collins, 78 Ala. 9-4; Leekins v. The Nordyke, etc., Co., 66 Iowa, 471; Bancroft v. Wilmington Conference Acad., 5 Houst. (Del.) 577; Angell and Ames on Corp., § 283. This holds true, although the agent be appointed to convey or mortgage real estate of the corporation. Despatch Line v. Bellamy M'f'g Co., 12 N. H. 205 ; Cook v. Kuhn, 1 Neb. 472 ; Fitch v. Steam Mill Co., 80 Me. 84. 2 Fleckner v. U. S. Bank, 8 Wheat. 358; Bank of the Metropolis v. Gutts- chlick, 14 Pet. 19; Chesapeake and Ohio Canal Co. v. Knapp, 9 Pet. 541; Trustees of Christian Church v. John- son, 53 Ind. 273; Racine aud Miss. R. R. Co. v. Farmers' Loan and Trust Co., 49 111. 331; Hoag i Laraont, 60 N. Y. 96; Speirs v. Union Drop Forge Co., 174 Mass. 175; Angell and Ames on Corp., § 237. Unless prohibited by statute or other positive regulation, a valid contract of insurance may be made by parol. Relief Fire Ins. Co. v. Shaw, 94 U. S. 574. " Whenever a corporation is acting within the scope of the legitimate purposes of its institution, all parol contracts made by its authorized agents are express promises of the corporation; and all duties imposed on them by law, and all benefits con- ferred at their request, raise implied promises for the enforcement of which an action may well lie." Story, J., in Bank of Columbia v. Patterson, 7 Cranch, 299. 3 Eureka Co. v. Bailey Co., 11 Wall. 488; Randall v. Van Vechten, 19 Johns. 60. See Whitford v. Laidler, 94 N. Y. 145, 151. 4 Bank of the Metropolis v. Gutts- chlick, 14 Pet. 19; Whitford v. Laid- ler, supra. The deed of a corpora- tion can be proved only by proving that the seal affixed is the seal of the corporation, or that it was affixed as the corporate seal by an officer of the corporation or other person, there- unto duly authorized. Osborne v. Tunis, 25 N. J. L. (1 Dutch.) 633. See, Dist. of Columbia v. Camden Iron Works, 181 U. S. 453. 6 Marine Ins. Co. v. Young, 1 Cranch, 332. 6 Kelly v. Board of Public Works, 75 Va. 263; Blunt v. Walker, 11 Wis. 334. "Corporations, with the ex- press and substantive powers con- ferred by their charters, take by im- plication all the reasonable modes of execution which a natural person may adopt in the exercise of similar 213