This general rule, however, has from the earliest traceable periods been subject to exceptions,1 the decisions as to which furnish the principle on which they have been established, and are instances illustrating its application, but are not to be taken as so prescribing in terms the exact limit, that a merely circumstantial difference excludes from the exception. This principle appears to be convenience, amounting almost to necessity. Hence, the retainer by parol of an inferior servant, authorizing another to drive away cattle, damage feasant, to make a distress or the like, the doing of acts very frequently recurring, or too insignificant *to be worth the trouble of affixing the com(k) 8 Q. B. (55 E. C. L. R.) 326.
1 Mr. Morawetz (Private Corporations, § 167) says: "It [the rule that a seal is essential] was never rigorously applied in all cases (which shows that it did not result from the nature of a corporation); and in modern times the ancient rule has been wholly discarded. It is now a rule well settled throughout the United States, that a corporation may make a contract without the use of a seal, in all cases in which this may be done by an individual; and it is equally well settled that an agent of a corporation may be appointed without the use of a seal, whatever may be the purpose of the agency. The English Courts have held more firmly to the time-honored doctrine; but even in England it is settled law that a private corporation established for purposes of trade or traffic has implied authority to make any contract in the direct course of the business which it was chartered to carry on, without the use of the corporate seal, in the same manner as an individual." He cites numerous authorities. And see infra, p. *379, note 1.
Mon seal, are established exceptions. In such cases the head of the corporation has from the earliest time been considered as delegated by the rest to act for them (l). Much illustration as to these acts is afforded by the case of Smith v. Cartwright, decided in the Exchequer Chamber (m). It was an action by one of the coal-meters of King's Lynn, for disturbance in his office of coal-meter, in the exercise of which he claimed the right to weigh coals brought into the port, and to take a certain fee for weighing them; and it became a material question whether he was duly appointed meter or not. He had not been appointed under seal. The Court held, that, as the right he claimed was to discharge certain duties in regard to the property of third persons altogether against their will, and to demand a fee for so doing, this right must be by reason of his having an office, and not being a mere servant of the corporation, and consequently his appointment must, in order to be valid, be under the seal of the corporation. Had this not been so, but if the corporation had merely claimed a right to measure by persons appointed by themselves, such persons would be merely servants, and might well be appointed without seal. You will also see an enumeration of these *acts in Com.
Dig. Franchises, F. 13 (n). They are treated by the Court of Common Pleas, in the great case of The Fishmongers' Company v. Robertson (o), as so well known as to require no enumeration in the judgment of the Court. They are apparently as ancient as the doctrine to which they are commonly stated to be exceptions. They do not depend upon any one principle, other than that of convenience, amounting almost to necessity, which belongs to them in their very nature, and under which they are ranked by the Court of Queen's Bench in Church v. Imperial Gas Light Company (p). There is, however, a distinction between matters which do and matters which do not affect any interest of the corporation. The former must be authorized by the corporate seal. Thus, they must appoint a bailiff by deed for entering upon lands for condition broken, in order to revest their estate; but they need not do so where the bailiff is only to distrain for rent (q). To this rule also, the convenience of the world has occasioned some other exceptions; the principle of which is, that, when a corporation has been created for mercantile purposes, it is *allowed to enter without seal into certain contracts, which are usually entered into without seal by commercial men. Such a corporation for instance may have power to accept bills of exchange, but the power must either be expressly given it, e. g., by Act of Parliament, or must be necessarily implied from the nature of the business in which the corporation is engaged. A railway company incorporated in the usual way has no such power (r). In the case of Church v. The Imperial Gas Light Company (s) the defendants were empowered, by the Act incorporating them, to make gas, and to sell and dispose of it in such manner as they should think proper, with full power to supply and light with gas the shops, houses, streets, etc, in the places mentioned. The statute further enacted that the directors should have the custody of the common seal, with full power to use it for the affairs and concerns of the company, and should have power to direct and transact the affairs and business of the company, as well in laying out and *disposing of money for the purposes of the same, as in contracting for and purchasing lands and tenements, materials, goods and chattels for the use of the company, etc, and selling and disposing of all lands, etc, and all articles produced as aforesaid. The defendants entered into a simple contract with the plaintiff, to supply him with gas at a certain rate, and the Court held that they had power to enter into this contract, and to sue in assumpsit for the price of the gas supplied. "The general rule of law," said the Court in delivering its judgment, "is that a corporation contracts under its common seal; as a general rule it is only in that way that a corporation can express its will, or do any act. Whenever to hold the rule applicable would occasion a great inconvenience or tend to defeat the very object for which the corporation was created, the exception has prevailed. On the same principle stands the power of accepting bills of exchange and issuing promissory notes by companies incorporated for the purposes of trade, with the rights and liabilities consequent thereon. We must understand this company to have been incorporated for the purpose of supplying individuals willing to contract with them for gas-light. Such contracts are of almost daily occurrence, and to hold that for every one of them, of the same or less amount, it was necessary to affix the common seal, would be so seriously to impede the corporation in fulfilling the very purpose for which it was created, that *we think we are bound to hold the case fairly brought within the principle of the established exceptions."