A corporation aggregate is, in law, a person; (a)1 and it was an established principle of the common law, that corporations aggregate could act only under their common seal (b) but to this principle there were always many exceptions. These exceptions arose at first from necessity, and were limited by necessity. As where cattle were to be distrained damage feasant, and they might escape before the seal could be affixed. (c) But it was held that the appointment of a bailiff to seize for the use of a corporation, goods forfeited to the corporation, must be by deed. (d) A corporation is liable for the tortious acts of its agent, though he were not appointed under seal. (c) The * exception was * 139
(a) See the great case of the Louisville, etc. R. Co. v. Letson, 2 How. 497, where it was decided by the Supreme Court that a corporation created by a State and doing business within the territory of such State, though it have members who are citizens of other States, is to be treated in the United States courts as a citizen of that State. - By an act incorporating a railway company no action was to be brought against any person for any thing done in pursuance of the act, without twenty days' notice given to the intended defendant: Held, that the word person included the company, and that they were entitled to notice upon being sued for obstructing a way in carrying the act into effect. Boyd v. Croydon R. Co. 4 Bing. N. C. 669.
(b) 1 Bl. Com. 475. - Yet a corporation might do an act upon record without seal. The Mayor of Thetford's case, 1 Salk. 192; Koehler v. Black Co. 2 Black
(U. S.), 715; Richardson v. Scott River Co. 22 Cal. 150.
(c) Manby v. Long, 3 Lev. 107; Bro. Abr. Corporations, pl. 2, 47; Dean and Chapter of Windsor v. Gover, 2 Wms. Saund. 305, Plowd. 91. And so it seems the appointment of a baliff to distrain for rent need not be by deed. Cary v. Matthews, 1 Salk. 191; Taunton, J., Smith v. Birmingham Gas. Co. 1 A. & E. 530.- But a corporation cannot, except by their seal, empower one to enter on their behalf for condition broken; and this though the estate be only for years. Dumper v. Symms, 1 Rol. Abr. Corporations, (K).
(d) Horn v. Ivy, 1 Vent. 47, 1 Mod. 18, 2 Keb. 567.
(e) Eastern Co. R. Co. v. Broom, 6 Exch. 314; Watson v. Bennett, 12 Barb. 196; Burton v. Philadelphia, etc. Railroad, 4 Harring. 252; Johnson v. Municipality, 5 La. Ann. 100; Goodspeed v. East Haddam Bank, 22 Conn. 530. Especially if the act done was an ordinary service, afterwards extended to all matters of daily or frequent exigency or convenience, and of no special importance. (/) In this country, the old rule has almost, if not entirely disappeared. (g) But in England it seems to remain in some force. (h) A contract of a corporation, as of an individual, may be implied from the acts of the corporation, or of their authorized agents. (i) In general, if a person not duly authorized make a contract on behalf of a corporation, and the corporation take and hold the benefit derived from such contract, it is estopped from denying the authority of the agent. (j)1 All duties imposed upon a corporation such as would not be held under other circumstances to require an authority under seal. Smith v. Birmingham Gas Co. 1 A. & E. 526, 3 Nev. & M. 771; Yarborough v. Bank of England, 16 East, 6. - And a corporation, like any other principal, is liable for acts of its agent incidental to an authority duly delegated. Kennedy v. Baltimore Ins. Co. 3 Har. & J. 367.
1 As within the meaning of a statute permitting only "persons" who did not aid the rebellion, to bring suit, (J. S. v. Ins. Cos. 22 Wall. 99: but not for the purpose of suing, as a common informer, for a penalty recoverable by the "person" informing, Guardians, etc. v. Franklin, 3 C P. D. 377. See Royal," etc. Co. v. Braham, 2 App. Cas. 381.
(f) Gibson v. East India Co. 5 Bing. N. C. 262, 270; Lord Denman, C. J., Church v. Imperial Gas Co. 6 A. & E. 846; Wells v. Kingston-upon-Hull, L. R. 10 C. P. 402. See Bro. Abr. Corporations, pl. 49.
(g) The Bank of Columbia v. Patterson, 7 Cranch, 299; Bank of the United States v. Dandridge, 12 Wheat. 64; Dan-forth v. Schoharie Turnpike Co. 12 Johns. 227; Commercial Bank of Buffalo v. Kort-right, 22 Wend. 348; American Ins. Co. v. Oakley, 9 Paige, 496; Parker, C. J., Fourth School District in Rumford v. Wood, 13 Mass. 199; Proprietors of Canal Bridge v. Gordon, 1 Pick. 297; Chestnut Hill Turnpike v. Rutter, 4 S. & R. 16; Union Bank of Maryland v. Ridgely, 1 Har. & G. 324; Legraud v. Hampden Sydney College, 5 Munf. 324; Elysville Manuf. Co. v. Okisko, 5 Md. 153.
(h) Rolfe, B., Mayor of Ludlow v.
Charlton, 6 M. & W. 823; Gibson v. East India Company, 5 Bing. N. C. 275; Lord Denman, C. J., Church v. Imperial Gas Co. 6 A. & E. 861; Williams v. Chester, etc. R. Co. 5 E. L. & E. 497; Diggle v. London, etc. R. Co. 5 Exch. 442; Clark >:. Guardians, etc. 11 E. L. & E. 442; Mayor, etc. of Kidderminster v. Hardwick, L. R. 9 Ex. 13; Austin v. Bethnal Green Guardians, L. R. 9 C. P. 91; Hunt v. Wimbledon Local Board, 4 C. P. D. 48. But see Denton v. East Anglian R. Co. 3 Car. & K. 17; Henderson v. Australian, etc. Co. 5 El. & Bl. 409; A. R. M. S. N. Co. v. Marzetti, 11 Exch. 228.
(i) Smith v. Proprietors, etc. 8 Pick. 178; Kennedy v. Baltimore Ins. Co. 3 Har. & J. 367; Trundy v. Farrar, 32 Me. 225; Ross v. Madison, 1 Cart. (Ind.) 281; N. C. R. Co. v. Bastian, 15 Md. 494; Sea-graves v. City of Alton, 13 Ill. 366. - Beverly v. Lincoln Gas Co. 6 A. & E. 829; where the judgment of the Court of Queen's Bench was delivered by Patteson J., in an elaborate opinion.
(j) Episcopal Charitable Society v. Episcopal Church, 1 Pick. 372; Hay-ward v. The Pilgrim Society, 21 Pick. 270; Randall v. Van Vechten, 19 Johns. 60. And see Foster v. Essex Bank, 17 Mass. 479; Brown v. Donnell, 49 Me. 421; Allen v. Citizens, etc. Co. 22 Cal. 28.
1 As where an agent leased land in his own name, but the corporation occupied it, Clark v. Gordon, 121 Mass. 330; or the secretary of a company pledged its bonds with the directors' knowledge and acquiescence. Darst v. Gale, 83 Ill. 136; Durham v. Carbon Coal Co. 22 Kan. 232. And see Taylor v. Agricultural, etc. Assoc. 68 Ala. 229; Holmes v. Board of Trade, 81 Mo. 137; Paxton Cattle Co. v. First Nat. Bank, 21 Neb. 621; Manhattan Hardware Co. v. Roland, 128 Pa. 119. But, in analogy with other cases of ratification, it is necessary that the benefit should be retained after knowledge of the facts has been acquired by officers of the corporation having power to authorize and hence to ratify such transactions. Gilman, etc. R. R. Co. v Kelly, 77 Ill. 426; Murray v. Nelson Lumber Co., 143 Mass. 250; Benninghoff v. Agricultural Ins. Co. 93 N. Y. 495. But it is not necessary that the exact terms of an unauthorized contract should be known, if enough is known to put the corporation on inquiry. Scott v. Middletown, etc. R. R. Co. 86 N. Y. 200.