2 See ante, p. *6, note 2.
(p) Harvey v. Kay, 9 B. & C. (17 E. C. L. R.) 356.
(q) Ridley v. Plymouth Baking Co., 17 L. J. (Ex.) 252; 2 Ex. 711, S. C. See Howbeach Coal Co. v. Teague, 5 H. & N. 151; 29 L. J. (Ex.) 137; DArcy v. Taraar, etc, Rail. Co., L. R. 2 Ex. 158; 36 L. J. (Ex.) 37.
It will probably appear quite clear from what has been said before, and if not, it is sufficiently so from the very nature of the thing, that the contracts to which a member of a joint stock company becomes liable, because they are made by the agents of the company or certain of its members, must be contracts either expressly authorized by him, or appropriate in order to carry out the purposes for which the company was formed. Thus, in the celebrated case of Dickenson v Valpy (s), which was an action on a bill of exchange, purporting to be drawn and accepted by a mining company, wherein the plaintiff, an endorsee for value, sought to charge the defendant as a member of that company, the Court of King's Bench held that, assuming the defendant to be a member of that company, it was incumbent on the plaintiff to prove that the directors of the company had authority to bind the other members by drawing and *'accepting bills of exchange; and that, the plaintiff not having produced the deed of co-partnership, nor given any evidence to show that it was necessary for the purpose of carrying on the business of a mining company, or that it was usual for them to draw or accept bills of exchange, there was no evidence of such authority to draw or accept them. "There was not any evidence," said Parke, J. (afterwards Lord Wensleydale), "to directors. This acceptance was held not to bind them, in the absence of evidence of authority given to any one of the directors to bind the other directors or the company at large by the acceptance of bills of exchange. "The address of a bill," said the Chief Justice, "to the directors of metropolitan company, and the frame of acceptance by the chairman of such directors, for himself and the other directors, can only be referable, unless some explanation is given, to a company of the description well known in all the courts of law and equity in Westminster Hall as joint stock companies, and not to the ordinary partnerships in trade.
(r) Smith v. Hull Glass Co., 21 L. J. (C. P.) 106; 11 C. B. (73 E. C. L. R.) 897.
(s) 10 B. & C (21 E. C. L. R.) 128. 410 prove an authority of the parties in this concern to draw such a hill of exchange as this. I very much doubt whether there is any authority in mining companies, arising by implication from the nature of their dealings, to draw or accept bills of exchange; and it is to be observed, that there was no proof of any usage to do this in such companies. The argument would go to this, that all persons who deal in the produce of the land, which they jointly occupy, because they might sell that produce at a distance, would have an implied power given to each other to draw bills of exchange for the purpose of receiving payment for it; if the argument was valid it would show that farmers acting in partnership, as well as miners, would have, as incidental to the relation of partners, an authority to draw bills of exchange upon the persons to whom the produce of the land was sold; there is, however, no necessity to decide that point, because there is no ground, at all events, to say that mining partners have an implied authority from one another, arising from the nature of *their business, to draw such a bill of exchange as this, for, upon the face of it, this is a bill drawn by the company upon themselves, and though it is in form treated as a bill of exchange, it is in substance only a promissory note; and the effect of saying that one member of a company like this can draw such bills or notes, would be, that each of the partners in the concern would have the power of pledging the others." Still more general was the language of Tindal, C. J., in delivering the judgment of the Court of Common Pleas in the case of Bramah v. Roberts (t). In that case a bill had been drawn by one of the directors of a gas company on himself and the other directors, which was accepted by the chairman for himself and other no evidence whatever was given by the plaintiffs of the constitution of this company, nor of any authority given by deed or otherwise to any one of the directors to bind the other directors, or to bind the Company at large, by his acceptance of bills of exchange; and in the absence of such evidence, we are of opinion that no such authority is to be implied by law, or can be held to exist."
(t) 3 Bing. N. C. (32 E. C. L. K.) 963.
*It was proved upon the trial of the cause, that Clare, the drawer of the bill, from whom the plaintiffs derived title, and upon whose endorsement they rely, was the same William Clare who was one of the acceptors and one of the defendants in his capacity of acceptor; so that the bill is drawn by one of the directors upon himself and the other directors, payable to his own order, and accepted by another director for himself and the rest. But the right of one director to draw a bill upon the rest, and still further, the power of one director to accept a bill for himself and the others, so as to make those others liable, according to the case of Dickenson v. Valpy (u), in the authority of which case we entirely concur, is not a right or power implied by law, like that which belongs to one member of an ordinary partnership in trade with respect to bills drawn and accepted for the purposes of the trade. It must depend upon the powers given by the charter or deed or agreement under which the company is established and constituted, or some other agreement between the parties, whether a bill so drawn and accepted shall or shall not have that legal effect. But upon the trial of this cause, cided in Dickenson v. Valpy, that a mining company-is not necessarily formed with a power to pledge the credit of individual members by the drawing of bills, is very different from the question whether it is not formed with power to bind them by dealing on credit; whether the directors have such a power, must depend on the general nature of the concern; it is a matter for the jury to decide upon, unless the party gives evidence to show that their authority was expressly limited, and if it had been left to the jury in this case, I think they would not have had much difficulty in saying that it is in the general nature of mining concerns to deal on credit for the purpose of carrying on their business" (a). This distinction between borrowing and dealing on credit has been upheld by the Court of Chancery (b).