In the well-known case of Griswold v. Waddington, 15 Johns. 57, in error, 16 lb. 438-510, the whole law upon the subject of contracts with alien enemies was elaborately examined in an able opinion by Mr. Chancellor Kent.-R.
It seems sufficiently connected with the subject of this work to add, that by the Common Law, aliens may acquire and possess within this realm, by gift, trade, or other means, any goods personal whatever, as well as an Englishman (c). And by *the Naturalization Act, 1870 (33 & 34 Vict,, c. 14), s. 2, real and personal property of every description may be taken, acquired, held, and disposed of by an alien in the same manner in all respects as by a natural-born British subject; and a title to real and personal property of every description may be derived through, from, or in succession to an alien, in the same manner in all respects as through, from, or in succession to a natural-born British subject.
Another class of persons who are disabled from enforcing contracts are outlaws (d), and persons under sentence for felony (e). They are, however, liable upon the contracts made by them while in that situation, though incapable of taking advantage of them (f). This disability is removed by pardon; and when the attainder or outlawry is removed, the party may contract and sue as before (g). It should be observed, however, that the law as to the inability of felons to enforce contracts has been modified by 33 & 34 Vict., c. 23, which was passed on the 4th of July, 1870. Sect. 1 of that Act provides that, "from and after the passing of this Act, no confession, verdict, inquest, conviction, or judgment of or for any treason or felony or felo *de se, shall cause any attainer or corruption of blood, or any forfeiture or escheat, provided that nothing in this Act shall affect the law of forfeiture consequent upon outlawry." The Act then, in sect. 6, defines the word "convict," as thereinafter used, to mean any person against whom, after the passing of the Act, judgment of death or penal servitude shall have been pronounced or recorded by any court of competent.jurisdiction in England, Wales, or Ireland, upon any charge of treason or felony. Sect. 7 states when a "convict" ceases to be subject to the operation of the Act. And sect. 8 disables a "convict" from suing or making any contract while subject to the operation of the Act. Sect. 30, however, suspends the disabilities of sect. 8 as to a " convict" lawfully at large under a license.
(b) Flindt v. Waters, 15 East, 260; Alcenius v. Nygrin, 24 L. J. (Q. B.) 19.
(c) Calvin's Case, 7 Co. Rep. 1.
(d) Outlawry in civil proceedings is abolished by 42 & 43 Vict., c. 59 (Civil Procedure Acts Repeal Act, 1879), s. 3.
(e) Dallock v. Dodds, 2 B. & A. (5 E. C. L. R.) 258. (f) Ramsey v. Macdonald, Foster, C. L. 61.
(g) Bac. Abr. " Outlawry," H. 390
There is one other class, I was about to say of individuals, but that would have been incorrect (for, although persons in the eye of the law, they are not individuals in common parlance), regarding whose power of contracting I have a few words to say,-I mean corporations aggregate. A corporation aggregate consists, as you know, of a number of individuals united in such a manner that they and their successors constitute but one person in law. Thus, the mayor, aldermen, and burgesses of a borough are a corporation, and as such have an existence distinct from that of the individual mayor, and of the individuals enjoying the franchise of burgess, *or post of alderman. But then, this corporate existence being an ideal one, and the creature of the law, it is obviously impos* sible that the corporation can contract in the same way as an ordinary person. Accordingly the law, the creature of which, as I have said, it is, has provided for it a mode of contracting, namely by its common seal, which, being affixed to the contract, authenticates it, and makes it the deed of the corporation; and, as a general rule, that is the only way in which a corporation can contract (A).1 A few instances will show the force and the application of this important rule. Thus, in the Mayor of Ludlow v. Charlton (i), the defendant had laid out a sum of money in pulling down and altering an inn and doing other work, at the request and for the convenience of the corporation, confiding in their promise to pay him that sum for such work; but though he laid out more than that sum, he was unable to charge the corporation with it, from having neglected the very obvious and easy mode of binding the corporation by deed, as the law prescribes. Even an entry by the corporation in their own books of a minute of this agreement, was not admitted to bind them. In Arnold v. The Mayor of Poole (j), the plaintiff had performed *the duties of attorney to the corporation of that place, which had incurred a large debt to him; but having only been appointed by the mayor and council, and not under the seal of the borough, he could not recover his costs, although the counsel of the borough had passed a resolution directing the business to be done by him, and knew of its progress. In Paine v. The Guardians of the Poor of the Strand Union (k), the guardians, who are a corporation by statute, had ordered the plaintiff, a surveyor, to make a survey and a map of the rateable property in a parish which was part of the union, but as the plaintiff had not insisted upon having his retainer under seal, he was unable to recover for the survey or the map.
(h) Com. Dig. Franchises, F. 13. (i) 6 M. & W. 815.
(j) 4 M. & G. (43 E. C. L R.) 860. See Queen v. Mayor, etc, of Stamford, 6 Q. B. (51 E. C. L. R.) 433.
1 A corporation may adopt the seal of another, or an ink impression: Crossman v. Hilltown Co., 3 Grant, 225. When agents executing an instrument in behalf of a corporation, sign their own names and affix their own eeals, such seals, are merely nugatory; and the instrument will be binding on the corporation as a simple contract if it is in other respects valid: Regents v. Detroit Society, 12 Mich. 138.-s.