SECTION IV.-WITH REFERENCE TO OFFICE. 1.-Corporations in general. Before entering upon an examination of the powers of leasing enjoyed by particular corporations, it will be convenient to offer some remarks respecting corporations in general, and as a few previous words explanatory of the different kinds of corporations may tend to assist the student in this intricate and important branch of our subject, no apology will be offered for their introduction in this place. Corporations are either spiritual or temporal, according to the object of their institution. Spiritual or (as they are also denominated) ecclesiastical corporations are such as are devoted to the service and interest of the church, the component members being of the ecclesiastical order (d). Temporal (termed also lay) corporations may be subdivided into two classes; eleemosynary, and civil. The former are constituted for the perpetual distribution of the free alms or bounty of the founder; such, for example, are hospitals for the maintenance and relief of the poor, sick, and impotent; and they retain their temporal character, though composed of ecclesiastical persons, and partaking in some things of the nature, privileges, and restrictions, of ecclesiastical bodies (e). Civil corporations are established for a variety of secular purposes. The Queen, for instance, is made a corporation to prevent in general the possibility of an interregnum, or vacancy of the throne, and to preserve the possessions of the crown entire. Other civil corporations have at various times been erected for the good government of a town or particular district, under the name of mayor and commonalty, bailiff and burgesses, and other similar denominations (ƒ); and it (d) I Bla. Com. 470. (e) 1 Bla. Com. 471. (f) 1 Bla. Com. 470. By the late Municipal Corporations Act, 5 & 6 W. 4. c. 76, as we shall see hereafter, the corporate bodies enumerated in appears to be now fully established, whatever doubts may formerly have existed on the subject, that the universities of Oxford and Cambridge rank as civil and not as eleemosynary bodies (g). In All corporations are either sole or aggregate (h). The former consists of one person only and his successors. this sense the Queen is a sole corporation. So is an archbishop, a bishop, an archdeacon, a parson, and a vicar; so are some deans and prebendaries (i), distinct from their several chapters (k). The latter consist of many persons united together in one society; such as the dean and chapter of a cathedral church, the head and fellows of a college, and the mayor, aldermen, and burgesses of a city (1). A corporation cannot make a valid legal demise except by deed (m), sealed with their common seal (n). Therefore, where certain persons were constituted a corporation for building a bridge, &c., with power to use a common seal, and five of them, describing themselves as five of the members of a committee appointed for managing and carrying on the affairs of the company, demised the toll-house, tolls, &c., under their own seals, but not that of the corporation, it was held that the instrument could not be supported (o). On the other hand, where a lease was made by a corporation, (the master and governors of an hospital,) and sealed with their common seal, it was held that the survivors, though indivi schedules (A) and (B) to that act are now denominated "The mayor, aldermen, and burgesses.” (3) Parkinson's case, Carth. 93; S. C. 3 Mod. 265. Skin. 494. 1 Ld. Raym. 6. Rex v. Vice-Chancellor &c. of Cambridge, 3 Burr. 1656. (h) 1 Bla. Com. 469. (i), The members of chapter, except the dean, are now styled “Canons"; 3 & 4 Vict. c. 113. s. 1. (k) 1 Bla. Com. 469. 1 Esp. 198. Rex v. Inhabitants of (n) Smith v. Barrett, 1 Sid. 162. Patrick v. Balls, Carth. 390; S. C., nom. Partridge v. Ball, 1 Ld. Raym. 136. Wood v. Tate, 2 New Rep. 247. Winne v. Bampton, 3 Atk. 475. Furley dem. Mayor of Canterbury v. Wood, 1 Esp. 198. Carter v. The Dean and Chapter of Ely, 7 Sim. 211. 227. Bird v. Higginson, 6 Adol. & Ell. 824-7; S. C. 1 Har. & Wol. 61. (0) Rex v. The Inhabitants of North Duffield, 3 Mau. & Selw. 247. dually named as parties to the deed, could not maintain an action of covenant against the lessee (p). If a plaintiff in ejectment declare on a demise by a corporation, without setting forth that it was by deed under their common seal, the error will be cured by verdict (q). A corporation affixes its seal through the medium of a party deputed to perform that office (r); the instrument, when sealed, needs, in general, no delivery (s); but if a corporation appoint an attorney to enter and make delivery of a lease upon the land, the lease is not complete until delivery, although the corporation may have put their seal to it (t). Though a corporation lease cannot be supported unless it be under their common seal, the lessee, by his entry and enjoyment, where corporeal hereditaments are the subject of demise, may become a tenant from year to year (u); and the corporation may distrain for the rent (x). And, whether the subject be a corporeal (y) or an incorporeal (2) hereditament, they may maintain an action either of debt (a) or assumpsit (6) for use and occupation; for such an action does not necessarily suppose any demise; it is enough that the defendant (p) Cooch v. Goodman, 2 Q. B. 580; S. C. 2 Gale & Dav. 159. (4) Partridge v. Ball, 1 Ld. Raym. 136; S. C., nom. Patrick v. Balls, Carth. 390. Bird v. Higginson, 6 Adol. & Ell. 824-7; S. C. 1 Har. & Wol. 61. (7) Doe dem. The Bank of England v. Chambers, 4 Adol. & Ell. 410; S. C. 6 Nev. & Man. 539; 1 Har. & Wol. 749. (8) Butler v. Fincher, 1 Rol. 229. 231, per Coke; but see cont., per Gawdy, 2 Leon. 98. Perk. s. 132. Rol. Ab. Faits, (I) pl. 4. 5. (t) Willis v. Jermin, Cro. Eliz. 167; S. C. 2 Leon. 97. (u) Wood v. Tate, 2 New Rep. 247. Vin. Ab. Corporation, (K) pl. 11. 41. (x) Ibid. (y) Dean and Chapter of Rochester v. Pierce, 1 Campb. 466. Southwark Bridge Company v. Sills, 2 Car. & Pa. 371. Mayor and Burgesses of Staf ford v. Till, 4 Bing. 75; S. C. 12 J. B. Mo. 260. (2) Mayor and Burgesses of Carmarthen v. Lewis, 6 Car. & Pa. 608. See Rex v. Inhabitants of Chipping Norton, 5 East, 239. Rex v. Inhabitants of North Duffield, 3 Mau. & Selw. 247. Mayor and Burgesses of Stafford v. Till, sup. (a) Dean and Chapter of Rochester v. Pierce, sup. Beverley v. The Lincoln Gas Light and Coke Company, 6 Adol. & Ell. 829. 838; S. C. 2 Nev. & Per. 283. 291. And see Gibson v. Kirk, 1 Q. B. 850; S. C. 1 Gale & Dav. 252. (b) Mayor and Burgesses of Carmarthen v. Lewis, sup. Southwark Bridge Company v. Sills, sup. Mayor and Burgesses of Stafford v. Till, sup. East London Water Works Company v. Bailey, 12 J. B. Mo. 532. 536; S. C. 4 Bing. 283, 287. use and occupy the premises by the permission of the plaintiff'; and a corporation, as well as an individual, may, without deed, permit a person to use and occupy premises of which they are seised (c). It is not necessary to prove the seal of a corporation in the same manner as the seal of an individual, by producing a witness who saw the seal affixed; though where an instrument having a seal affixed to it, purporting to be a corporate seal, is produced in evidence, it is necessary to prove it to be the seal of the corporation, if there be any doubt about it (d); otherwise, any instrument with a seal to it might be produced in court as an instrument sealed by the corporation (e). If there be an attesting witness to the affixing of the seal, it is questionable whether he should not be called to prove the deed (f). In the case last cited, the seal of the bank of England was affixed to the parchment of an indenture of feoffment by a piece of paper, on which was written:"Sealed by order of the court of directors of the governor and company of the bank of England, 12th Dec. 1833: John Knight, secretary;" and it was contended that Knight was an attesting witness, and ought to be called; but the court regarded the writing as a memorandum merely that the scal was impressed by order of the corporation, and not as an attestation. In a case of ejectment at nisi prius (g), Lord Kenyon held that the common seal of the city of London proved itself. In an ejectment by a corporation, it is never expected that their demise by deed to the nominal plaintiff should be proved (h). Sir L. Shadwell, V. C., has declared it to be the clear law of the land, that eleemosynary and ecclesiastical corporations (c) Dean and Chapter of Rochester v. Pierce, sup. (d) See, however, the late act to facilitate the admission in evidence of certain official and other documents, 8 & 9 Vict. c. 113. (e) Moies v. Thornton, 8 Term Rep. 303. 307; S. C. 3 Esp. 4. (ƒ) Doe dem. The Bank of England v. Chambers, sup. (g) Doe dem. Woodmass v. Mason, 1 Esp. 53. (h) Furley dem. Mayor &c. of Canterbury v. Wood, 1 Esp. 198. are not bound by anything in the shape of an agreement regarding their lands, unless it be evidenced by a deed or writing with their corporate seal affixed to it (i). And his Honor, therefore, held, that an entry signed by the dean and five of the prebendaries (k) of Ely (who constituted a majority of the body) in their corporation books, of the terms of an arrangement to accept a party as their lessee, was not an agreement which would bind them (1). But in an earlier case (m), Sir John Leach, V. C., said, that he was inclined to think that, if a regular corporate resolution passed for granting an interest in a part of the corporate property, and upon the faith of that resolution expenditure was incurred, both principle and authority would be found for compelling the corporation to make a legal grant in pursuance of that resolution. In this view Alderson, B., has since seemed to concur (n); and in a recent case (0), where the London and Birmingham Railway Company had contracted by their agent for the purchase of a piece of land, and had entered upon, and proceeded to construct their railway over it, Lord Cottenham, C., overruled an objection that, as the agent was not appointed under their corporate seal, the company were not bound by his acts. "It is not very easy," said his lordship, "to reconcile all the cases on the subject; but the case of the Mayor of Stafford v. Till (p) is very similar to the present, as to the circumstances of the parties to the contract; there the court of Common Pleas thought that the corporation were entitled to support an assumpsit for use and occupation against a tenant, who, though he did not hold of them by deed, had had actual (i) Carter v. Dean and Chapter of Ely, 7 Sim. 211. 227. (k) See ante, p. 177. n. (i). (1) Carter v. Dean and Chapter of Ely, sup. (m) Marshall v. The Corporation of Queenborough, 1 Sim. & Stu. 520. (n) Wilmot v. The Corporation of Coventry, 1 Yo, & Col. Exch, 518. And see Taylor v. Dulwich Hospital, 1 P. Wms. 655; S. C. 2 Eq. Ca. Ab. 198. pl. 2. Dean and Chapter of Ely v. Stewart, 2 Atk. 44-5; S. C. Barnard Ch. 170. Winne v. Bampton, 3 Atk. 473. 478. (0) The London and Birminghamı Railway Company v. Winter, 1 Cr. & Phil. 57. (p) 4 Bing. 75; S. C. 12 J. B. Mo. 260. |