(l) The Mayor of Ludlow v. Charlton, ante, p. *370.
(m) 20 L. J. (Ex.) 401; 6 Ex. 927, S. C.
(n) See Bro. Abr. Corp. K.; and in Horn v. Ivy, 1 Vent. 47.
(o) 5 M. & Gr. (44 E. C. L. R.) 192.
(p) 6 A. & E. (33 E. C. L. R.) 846.
(7) Smith v. Birmingham Gas Co., 1 A. & E. (28 E. C. L. R.) 526; Parol v. Moor, Plow. 91; Jenkins, 3rd Cent, case, 68. See Hallu. Mayor, etc, of Swansea, 5 Q. B. (48 E. C L. R.) 526.
(r) Bateman v. Mid-Wales Rail. Co., L. R. 1 C. P. 499; 35 L. J. (C. P.) 205; Broughton v. Manchester Water Works, 4 B. & Ald. (6 E. C. L. R.) 1. See also Smith's Mer. Law, 9th ed., by Dowdeswell, pp. 81, 82. As to the power of companies incorporated under the "Companies Act, 1862," to accept bills of exchange, see post, p. *400.
(s) 6 A. & E. (33 E. C. L. R.) 846; R. v. Bigg, 3 P. Wms. 419; Beverley v. Lincoln Gas Co., 6 A. & E. (33 E. C. L. R.) 829; Clarke v. The Guardians of the Cuckfield Union, 21 L. J. (Q. B.) 349; Nicholson v. Bradford Union, 35 L. J. (Q. B.) 176; L. R. 1 Q. B. 620.
Upon similar reasoning where the Australian Mail Steam Navigation Company (which was constituted a trading corporation by charter for the purpose of maintaining a communication by steam and other vessels for carrying passengers, &C, between Great Britain and Australia), in the performance and for the more effectual prosecution of the objects of their charter, and by a resolution of the directors duly entered into as required by the charter, made a parol agreement with the plaintiff, that in consideration of his going to Sidney to bring home one of their ships which was supposed to be unseaworthy and uninsurable, they would pay his passage out to Sidney and allow him a remuneration for his said services; the Court of Queen's Bench decided that this contract being entered into by the company and performed by the plaintiff for the express purpose of preserving the ship and maintaining the communication and carriage of passengers, etc, between Great Britain and Australia, the company were liable to pay him notwithstanding that the contract was not under seal (t). In another case in which the same company were the plaintiffs, and in which they had brought by parol contract of the defendants a quantity of ale *for the use of the passengers on board their steam vessel, and paid the defendants for the same, but the ale proved unfit for use; the Court of Exchequer held, that the contract, although not under seal, yet being executed, the defendants were liable to the plaintiffs in damages (u). Again, where a company incorporated under the Companies Act, 1862, for the working of collieries, contracted, but not under seal, with an engineer for the erection of a pumping engine and machinery for use in the colliery, and paid him part of the price; in an action by the company against the engineer for a breach of contract in refusing to deliver the engine and machinery, it was held that the action was maintainable though the contract was not under seal (v).
(t) Henderson v. The Australian R. M. Steam Nav. Co., 24 L. J. (Q. B.) 322; 5 E. & B. (85 E. C. L. R.) 409.
But unless the nature of the business for which the corporation was created, necessarily implies the existence of these powers of contracting otherwise than by deed, it will not have them.1 Thus it has been held (w)
(u) The Australian E. M. Steam Nav. Co. v. Marzetti, 24 L. J. (Ex.) 273; 11 Ex. 228; Reuter v. Electric Telegraph Co., 26 L. J. (Q. B.) 46; 6 E. & B. (88 E. C. L. R.) 341.
(v) South of Ireland Colliery Company v. Waddle, L. R. 3 C. P. 463; 4 C. P. 617 (Ex. Ch.) S. C, 37 L. J. (C. P.) 211; 38 lb. 338. See however now, stat. 30 & 31 Vict., c. 131, s. 37 (post, p. *399), as to the contracting power of companies incorporated under the Companies Act, 1862.
(w) Gibson v. East India Co., 5 Bing. N. C. (35 E. C. L. R.) 262.
1 It is a general principle that a corporation has no power to enter into any contract, not within the scope of the objects for which it has been chartered, and it has been held that even where it has received and enjoyed the consideration, it may in a suit upon the contract take advantage of its defect of power. In such cases, however, the consideration may be recovered back : Albert v. Savings Bank of Baltimore, 1 Md. Ch. 407; Abbott v. Bait. & R. Steam Packet Co., lb. 542; Beers v. Phoenix Glass Co., 14 Barb. 358. Corporations are bound to follow strictly the letter of the charter, and can exercise no power unless granted to them or absolutely necessary to carry out the power so granted: Smith v. Morse, 2 Cal. 524; Mechanics' Savings Bank v. Meriden Agency Co., 24 Conn. 159; Berry v. Yates, 24 Barb. 199; Cincinnati R. R Co v. Clarkson, 7 Ind. 595; Morris R. R. Co. v. Newark, 10 N. J. Eq. 352; Smith v. Eureka Flour Mills, 6 Cal. 1; Straus v. Eagle Ins. Co., 5 Ohio St. 59; Aurora v. West, 9 Ind. 74; Madison Plank Road Co. v. Water-town Co., 5 Wis. 173; Downing v. Mount Washington Co., 40 N. H. 230; Parish v. Wheeler, 22 N. Y. 494; Rock River Bank v. Sherwood, 10 Wis. 230. The express powers of a corporation must be exercised in the manner pointed out by the statute, but the powers merely incident thereto may be exercised by its officers or agents: Smith v. Eureka Flour Mills, 6 Cal. 1 • that when the East India Company granted a retiring pension to a military officer for *services performed to them in the East Indies, but did not grant it under their common seal, the grant did not fall within the reason or principle of the exception, but must be governed by the general rule of law, that a corporation cannot be sued upon a contract, unless under seal. It is, indeed, obvious that the grant of this pension could have no connexion whatever with the condition or powers of the company as a trading community, and consequently that it is not within the exception which has been established as to contracts entered into by corporations instituted for the purposes of trade in matters relating to their trade, or within that respecting matters of daily occurrence and slight importance, which has been alluded to. And where the Governor and Company of Copper Miners (x) entered into a parol contract with a person to supply him with a large quantity of iron bars, it was held, that as there was no evidence that the contract proved was in any way auxiliary to the trade in copper, it must be held not a contract entered into for the purpose of carrying on the trading object for which the plaintiffs were incorporated, and did not bind them; and consequently, as there was no consideration for the defendant's promise, that he was not bound to perform it. In like manner, where the London Dock Company, a *corporation instituted for the purpose of carrying on a particular trade, entered into a contract for the cleansing and removing the filth and dirt accumulating in their docks and basins; the Court held that such a contract ought to have been under the corporation seal, as it was not a contract of a mercantile nature; nor was it with a customer of the Company, nor was it of a character which created an impossibility that it should be under seal (y). But where a trading company is created by charter, while acting within the scope of the charter, it may enter into the commercial contracts usual in the trade which the company is to carry on, in the usual manner (z). Some acts of trifling importance which every corporation may do without deed, have been already mentioned.1