The only exception made by the common law to the possibility of creating an agency informally, relates to sealed contracts. Authority to enter into written contracts for the sale of land may be oral;2 but authority to execute sealed contracts was and still is invalid at common law unless itself under seal.3 Ratification of the unauthorized execution of a sealed instrument may be made, but the ratification must be under seal.4 Wherever seals still retain anything of their common-law efficacy, this rule still prevails, but in States where the effect of seals has been totally abolished,5 it may be assumed that this requirement of the common law no longer exists.6 Nor does the requirement of sealed authorization exist, at least in the United States, where a corporation is the principal.7

1That ft contract is unnecessary in order to create an agency is shown by the circumstance that one who has no capacity to make a contract with the principal may nevertheless be authorised to act as his agent. It was so held in regard to married women in

Emerson v. Blondon, 1 Esp. 142; Clifford v. Burton, 1 Bing. 199; Butler v. Price, 110 Mass. 97; Pickering v. Pickering, 6 N. H. 120; Fenner v. Lewis, 10 Johns. 38; Stall v. Meek, 70 Fa. 181; Gray v. Otis, 11 Vt. 628. 2 See infra, Sec. 489.

3 Combes's Case, 0 Co. 75 a; Steig-liU v. Egginton, 1 Holt, 141; Hibble-white v. M'Morine, 6 M. A W. 200; Elliott v. Stocks, 67 Ala. 336; Daniel v. Garner, 71 Ark. 484, 76 8. W. 1063; Rowe v. Ware, 3D Ga. 278; Henderson v. Howard, 147 Ga. 371, 94 S. E. 251; Watson v. Sherman, 84 111. 263; Short v. Kieffer, 142 111. 258, 31 N. E. 427; Heath v. Miller, 50 Me. 378; Banor-gee v. Hovey, 5 Mass. 11, 4 Am. Dec 17; Hatch v. Smith, 6 Mass. 42; Mao-urda v. Fuller, 225 Mass. 341,114 N. E. 366; Lobdell v. Mason, 71 Miss. 937,15 So. 44; Gage v. Gage, 30 N. H. 420; Rafferty v. Lougee, 63 N. H. 54; Wagoner v. Watte, 44 N. J. L. 126, 46 N. J. L. 184; Williams v. Gillies, 75 N. Y. 197, 202; Peterson v. New York, 194 N. Y. 437, 440, 87 N. E. 772, 773; Royal Indemnity Co. v. Danriger,' 101 N. Y. Misc. 505, 167 N. Y. S. 379; Humphreys v. Finch, 97 N. C. 303, 1 S. E. 870, 2 Am. St. Rep, 293; Gordon v. Bulkeley, 14 8. & R. 331; Preston v. Hull, 23 Gratt. 600, 14 Am. Rep. 153; Gordon v. Funkhouser, 100 Va. 675, 42 S. E. 677. In Elliott v. Stocks, 67 Ala. 336, the court, perhaps inadvertently, states as the rule that the agent's authority must be in writing.

4 Sans v. People, 8 111. 327; Ingra-hara v. Edwards, 64 111. 526 (cf. Donation v. Barbero, 230 111. 138, 82 N. E. 820); Heath v. Nutter, 50 Me. 378; Gordon p. Funkhouser, 100 Va. 675, 42 S. E. 677.

5 See supra, Sec. 218.

6 See Daniel v. Garner, 71 Ark. 484, 76 S. W. 1063; Streeter Co. v Jam, 90 Minn 393, 96 N. W. 1128; cf. Jones p. Morris, 61 Ala. 518, 524; Sanger v. Warren, 91 Tez. 472, 44 8. W. 477, 66 Am. St. Rep. 913.

7 Alabama, etc., R. Co. v. South & North Ala. R. Co., 84 Ala. 670, 577, 3 So. 286, 5 Am. St. Rep. 401; Fitch v. Lewiston Steam Mill Co., 80 Me. 34, 12 Atl. 732; Donovan v. P. Schoenho-fen Brewing Co., 92 Mo. App. 341; Cook v. Kuhn, 1 Neb. 472; Despatch Line Co. v. Bellamy Mfg. Co., 12 N. H. 205, 37 Am. Deo. 203. In Dodge v. American, etc., Co., 109 Ga. 394, 396, 34 S. E. 672, the court in speaking of a power of attorney to execute a deed, said: "If the seal of the company had been attached to the power of attorney, the law would have presumed that when the directors and the secretary signed it they were authorised so to do by the company. Carr v. Ga. Loan & Trust Co., 108 Ga. 757, 33 8. E. 190; The seal not being attached, it was necessary for the plaintiff to show when he offered it in evidence that these persons were either authorised by a vote of the company to sign the power, or that they were authorized by the company's charter. No such proof being offered, the court erred in admitting the power of attorney in evidence."

In the early English law though it was recognized that a corporation might appoint without deed, "butlers and cooks, and things of that kind," 8 agents generally could be appointed and contracts could be made only under the seal of the corporation, and the early doctrine, though somewhat relaxed, still seems preserved in the English law.9 There is another apparent exception to the general principle that sealed authority is necessary for the execution by an agent of sealed contracts, in the rule that any agent in the presence of his principal, though authorized merely orally, may seal and deliver an obligation so as to bind the principal.10 In such a case the agent is regarded as exercising no volition of his own but as being merely the mechanical instrument by which the principal carries out his own intention. It is a corollary of the requirement of sealed authority that even though the agent has a power of attorney under seal, the execution by him of a sealed instrument is ineffectual unless the terms of the power are exactly followed.11 And for the same reason that an entire sealed instrument cannot be executed under parol authority, so authority to fill in blanks in such an instrument cannot be given by parol.12

In many jurisdictions, however, on account of the hardship involved, and the violation of the intention of the parties resulting from the enforcement of this technical rule, it has been held, following an early decision by Lord Mansfield,13 that though complete execution of a sealed instrument by an agent may require sealed authority, the necessity does not extend to filling in blanks especially if the blanks are slight or unimportant.14 The difficulty regarding parol authorization for the execution of an instrument under seal or for any addition or change in one, extends also to parol ratification of an addition or alteration of such an instrument originally made without authority.15

8See 2 Harv. L. Rot. 119.

9See supra, Sec. 271.

10 Ball v. Dunsterville, 4 T. R. 313; Hibblewhite v. M'Morine, 6 M. & W. 200; Lewis v. Watson, 93 Ala. 479, 13 So. 570, 22 L, R. A. 297, 39 Am. St. Rep. S3; Videau v. Griffin, 21 Cal. 389; People v. Organ, 27 111. 27, 79 Am. Deo. 391; Frost v. Deering, 21 Me. 150; Gardner v. Gardner, 5 Cush. 483, 52 Am. Deo. 740; Burns v. Lynde, 6 Allen, 305; Kidder v. Presoott, 24 N. H. 263; Lord v. Lord, 58 N. H. 7, 42 Am. Rep. 585; Mackay v. Bloodgood, 9 Johns. 286; Fitzpatrick v. Engard, 175 Pa. 393, 34 Atl. 803.

11 Spofford v. Hobbs, 29 Me. 148, 48 Am. Dec. 521; Minnesota Stone Ware Co. v. McCtossen, 110 Wis. 316, 85 N. W. 1019.

12 Perkins' Profitable Book, Sec. 118;

Hibblewhite v. M'Morine, 6 M. & W. 200; Upton v. Archer, 41 Cal. 86, 10 Am. Rep. 286; Ingram p. Little, 14 Ga. 173, 58 Am. Deo. 549; People v Organ, 27 111. 27, 79 Am. Deo. 391; Mickey v. Barton, 194 111. 446, 62 N. E. 802; Osby p. Reynolds, 260 EL 576, 100 N. E. 666 (cf. Chicago v. Gage, 95 111. 593, 35 Am. Rep. 182); Basford v Pearson, 9 Allen, 3S7, 85 Am. Dec. 764; Macurda v. Fuller, 225 Mass. 341, 114 N. E. 366; Clark v. Butts, 73 Minn. 361, 76 N. W. 199; Williams v. Crutcher, 5 How. (Miss.) 71, 35 Am. Deo. 422; Blacknall v. Parish, 6 Jones Eq. 70, 78 Am. Deo. 239; Famulener v. Anderson, 15 Oh. St. 473; Shirley v. Burch, 16 Or. 83, 18 Pac. 361, 8 Am. St. Rep. 273; Preston v. Hull, 23 Gratt. 600,14 Am. Rep. 153.

If a sealed instrument executed by an agent required no seal for its validity, parol authority is generally held sufficient to validate the instrument,16 and the result seems technically defensible, if the instrument on its face purports to be the obligation of the principal, not of the agent. In such a case there is no sealed instrument since the seal cannot be regarded as that of the principal, yet the document shows an intent to contract on the part of the principal through an agent authorized to express such intent, though not authorized to covenant under seal. If, however, the covenant purports to be that of the agent, there is greater difficulty in finding a simple contract, for the sealed instrument binds the agent and it seems hard to establish that by the same act and with the apparent intent to enter into a single obligation the agent made a covenant himself and a simple contract on behalf of his principal. The authority, however, is divided.17

13 Texira v. Evans, cited in 1 Anstr. 228, overruled in Hibblewhite v. M'Morine, 6 M. & W. 200.

14 Drury v. Foster, 2 Wall. 24, 17 L. Ed. 780; Allen v. Withrow, 110 U. S.

110, 28 L. Ed. 90, 3 Sup. Ct. 517; Boardman v. Gore, 1 Stew. (Ala.) 517, 18 Am. Dec. 73; Bridgeport Bank v. New York, etc., R. R. Co., 30 Conn. 231; Brown v. Colquitt, 73 Ga. 59, 54 Am. Rep. 867; Chicago v. Gage, 95

111. 593, 35 Am. Rep. 182; Robinson v. Yetter, 238 111. 320, 87 N. E. 363 (Missouri law); Richmond Mfg. Co. v. Davis, 7 Blackf. 412; McCleery v. Wakefield, 76 Ia. 529, 41 N. W. 210, 2 L. R. A. 529; South Berwick v. Huntress, 53 Me. 89, 87 Am. Dec. 535; Farmers' Bank v. Worthington, 145 Mo. 91, 46 S. W. 745; Camden Bank v. Hall, 14 N. J. L. 583; Campbell v. Smith, 71 N. Y. 26, 27 Am. Rep. 6; Cribben v. Deal, 21 Ore. 211, 27 Pac. 1046, 28 Am. St. Rep. 746; Bell v. Kennedy, 100 Pa. 215; Lafferty v.

Lafferty, 42 W. Va. 783, 26 S. E. 262.

15See infra, Sec.278.

16 Morrow v. Higgins, 29 Ala. 448; Ledbetter v. Walker, 31 Ala, 176; Love v. Sierra Nevada Co., 32 Cal. 639, 91 Am. Dec. 602; Walsh v. Len-non, 98 111. 27, 38 Am. Rep. 75; Tap-ley v. Butterfield, 1 Metc. 515, 35 Am. Dec 374; Milton v. Mosher, 7 Metc. 244; Mcintosh v. Hodges, 110 Mich. 319, 68 N. W. 158, 70 N. W. 550; Dic-kerman v. Ashton, 21 Minn. 538; Adams v. Power, 52 Miss. 828; Wagoner v. Watts, 44 N. J. L. 126, 45 N. J. L. 184; Worrall v. Munn, 5 N. Y. 229, 55 Am. Dec. 330; Woods v. Auburn, etc., Railroad Co., 8 N. Y. 160; Wood v. Wise, 153 N. Y. App. D. 223, 137 N. Y. S. 1017; Royal Indemnity Co. v. Danziger, 101 N. Y. Misc. 505, 167 N. Y. S. 379; Baum v. Dubois, 43 Pa. 260; Marshall v. Rugg, 6 Wyo. 270, 44 Pac. 700. But see Rowe v. Ware, 30 Ga. 278, 281; Van Dyke v. Van Dyke, 123 Ga. 686, 51 S. E. 582; Wheeler v. Nevins, 34 Me. 54.