(q) Case of Dean and Chap, of Femes, Dav. Rep. 116; Derby Canal Co. v. Wilmont, 9 East, 360.
(r) Shepp. Touch. 57.
(s) Goddard's Case, 2 Rep. 4 b.
(0 Weeks v. Maillardet, 14 East, 568; Hibblewhite v. M'Morine, 6 M. & W. 200.
1 The policy of the common law as to the use and nature of a seal, was very fully discussed by Kent, C. J., in Warren v. Lynch, 5 Johns. 244, where the Court refused to recognize a scrawl or scroll made by the pen as a seal, and held that a seal must be composed of wax or some tenacious substance. By statute in that State, however (Stat. of 7 April, 1848, c. 197), the impression of the seal upon the paper is sufficient in the case of a corporation, and the statutes of Maine, Vermont, New Hampshire, and Massachusetts, give validity to such impressions in the case of legal processes and official documents. With this exception, all the New England States adhere to the common law requisitions of a seal. In New Jersey, a scroll with the pen is a sufficient seal on any instrument for the payment of monov. (Rev. Stat. 1846.) By the common law of Pennsylvania, Delaware, Nortl and South Carolina, and Mississippi, such a scroll has always been recognized as a sufficient seal, and in most, if not all the other States, it is believed that the law has been so settled by statute. [See title " Scroll" in Rawle's Bouvier's Law Dictionary.]R.
See Roberts v. Pillow, 1 Hempst. 624. The fact that a writing contains the words "sealed with my seal," when there is no seal or scroll attached, will not make it a sealed instrument: Chilton v. People, 66 111. 501.-s.
2 This rule must be understood, however, to apply to material alterations or additions: Pigot's Case, 11 Coke 26 b; Waugh v. Bussell, 5 Taunt. (1 E. C L. R.) 707; Wood v. Slack, L R. 3 Q. B. 379; Suffell v. Bank, 7 Q. B. D. 270; Hale v. Russ, 1 Greenl. 334; Knapp v. Maltby, 13 Wend. 587; Marshall v. Gougler, 10 S. & R. 164.
In Master v. Miller, 1 Anstr. 228, Wilson, J, is reported as saying: "I remember the case of Texira v. Evans, before Lord Mansfield, which was this: Evans wanted to borrow 400l.. or so much of it as his credit should be able to raise; for this purpose he executed a bond, with blanks for the name and sum, and sent an agent to raise money on the bond; Texira lent 2001. on it, and necessary that the party executing should take the instrument into his hand and give it to the person for whose benefit it is intended (u); but as it is said by the agent accordingly filled up the blanks with that sum and Texira's name, and delivered the bond to him. On non est factum pleaded, Lord Mansfield held it a good deed." This statement of the case of Texira v. Evans seems to to have been accepted as law in England (or at any rate in many of the United. States) for many years, but in 1840 it was overruled in Hibblewhite v. M'Mor-ine, 6 M. & W. 200, which may now be considered as settled law: Swan v. North British, etc, Co., 2 H. & C. 175. These are both instances of the most important class of cases in which the question arises, viz.: those in which powers of attorney to transfer shares of stock have been given with blanks for the name of the transferee. These cases determine that such instruments are void and are not validated by being filled up by a party other than the maker, unless such person is authorized to supply them by an instrument under seal. The practice of the Stock Exchange to deliver stock in this way, the names to be inserted by the purchasing broker, was not allowed to prevail against this rule: Tayler v. Great Indian, etc, R'way, 4 De G. & J. 559. In these cases, however, the act establishing the company, or the articles of association under which it operated, required that the transfer of shares should be by deed. In a later case where the articles of association provided that the transfer of shares should be by an "instrument in writing" it was held that blank "transfers" could be filled up by an authorized agent and would then be valid, though void as deeds, and though the uniform practice of the company was to require a deed of transfer. It does not appear whether these transfers purported to be sealed or not: Ex parte Sargent, L. R. 17 Eq. 273; Prance v. Clark, 22 Ch. Div. 830. The American decisions are conflicting, a majority of the States adhering to the strict rule, but a considerable minority qualifying it, or rejecting it altogether; see the cases collected in a note to Preston v. Hull, 12 Am. L. Reg. 699. As to transfers of shares of stock, the custom is for the assignor to fill up a power of attorney under seal, to execute a transfer on the books of the company (usually printed on the back of the certificate) with the name of the assignee left blank, and the certificate thus indorsed may be passed from hand to hand, and the last holder will be entitled to fill up the assignment with his own name, and complete the transfer on the books of the company: Biddle, Law of Stockbrokers, 268 et seq.; Morawetz, Private Corporations, §§ 328 et seq. and cases cited. In Worrall v. Munn, 5 N. Y. 239, it is said that the strictness of the Common Law has been relaxed and that the present doctrine may be thus stated: " If a conveyance or any act is required to be by deed, the authority of the attorney or agent to execute it must be conferred by deed; but if the instrument or act would be effectual without a seal, the addition of a seal will not render an authority under seal necessary, and if executed under a parol authority or subsequently ratified or adopted by parol, the instrument or act will be valid and binding on the principal." See Kneedler's Appeal, 92 Pa. St. 428.
(u) See Goodright v. Strapham, Cowp. 204, and Bac. Abr. Obligation, C.
Lord Coke (x): "a deed may be delivered by words without actual touch, or by touch without *words." " The delivery," his Lordship says, "is sufficient without any words; for, otherwise, a man who is mute could not deliver a deed .... And, as a deed may be delivered to the party without words, so may a deed be delivered by words without any act of delivery; as, if the writing sealed lieth on the table, and the feoffor or obligor saith to the feoffee or obligee, 'Go, and take up the writing, it is sufficient for you, or it will serve the turn, or take it as my deed,' or the like words, it is a sufficient delivery "(y). However, in practice it is always safest and most advisable to follow the ordinary and regular course, which is, to cause the person who is to deliver the deed to place his finger on the seal, thereby acknowledging the seal to be his seal, and state that he delivers the instrument as his act and deed.1