(x) The Governor and Company of Copper Miners of England v. Fox, 16 Q. B. (71 E. C. L. E.) 229; 20 L. J. (Q. B.) 174.
Southern Ins. Co v. Lanier, 5 Fla. 110; Holland v. San Francisco, 7 Cal. 361; Coe v. Columbus R. R. Co., 10 Ohio St. 372; Merrick v. Burlington Co., 11 Iowa, 74. It is well settled that a corporation may without special authority make a note or draft or accept a draft for a debt contracted in its legitimate business: Partridge v. Badger, 25 Barb. 146; Hamilton v. Newcastle R. R. Co., 9 Ind. 359; Lucas v. Pitney, 27 N. J. 221; Frye v. Tucker, 24 111. 180; Rockwell v. Elkhorn Bank, 13 Wis. 653; Goodrich v. Reynolds, 31 111. 490. The burden of proof is upon parties impeaching the acts of corporations to show that such acts are not within its corporate powers : Chautauqua Bank v. Risley, 19 N. Y. 369. A corporation chartered in one State may make and enforce in another State contracts allowed by its charter, and not in violation of the public policy or laws of the latter State: Bard v. Poole, 12 N. Y. 495; Wright v. Bundy, 11 Ind. 398. But see Merrick v. Brainard, 38 Barb. 574.-S.
(y) London Dock Company v. Sinnott, 27 L. J. (Q. B.) 129; 8 E. & B. (92 E. C. L. R.) 347.
(z) Copper Miners' Co. v. Fox, supra.
1 The excepted cases referred to in the decision in The East London Waterworks Co. v. Bailey, were, 1, where the contract is executed; 2, where the acts done are of daily necessity, and too insignificant for the trouble of the seal; 3, where the corporation has a head, as a mayor or a dean, who may give commands; 4, where the act should from necessity be done immediately; and 5, where it is essential to a moneyed corporation, like the Bank of England, that it should have the power of issuing bills and notes. But the distinction between executed and executory contracts, which was the foundation of the first of these exceptions, was directly overruled in Church v. The Imperial Gas Co., 6 A. & E. (33 E. C. L. R.) 846. That case, which decided that a corporation might maintain assumpsit for breach of an unsealed contract to accept gas from year to year at so much per annum, was rested on the second and fifth of the above exceptions, the contract being one of daily occurrence, and almost essential ("convenience amounting almost to necessity"), for the purpose of the
Contracts, although for things necessary, cannot be enforced against "urban authorities" created by the Public Health Act, 1875 (38 & 39 Vict., c. 55), if for an amount exceeding £50, unless under their common seal. These are corporations created for public purposes, not trading or commercial corporations having gain for their object; and under section 174 of the above Act "every contract made by an urban authority whereof the value or amount exceeds £50, shall be in corporation; and all the recent cases in England have been decided upon the same grounds: Beverly v. The Lincoln's Inn Gas Light and Coke Co , 6 A. & E. (33 E. C. L. R.) 829; Paine v. Strand Union, 8 Q B. (55 E. C. L. R.) 326; Mayor of Ludlow v. Charlton, 6 M. & W. 824; Lamprell v. The Billericay Union, 3 Exch. 306; Diggle v. London and Blackwall Railway Co., 5 lb. 442; Finlay v. Bristol and Exeter Railway Co., 9 Eng. Law & Eq. R. 483.
On this side of the Atlantic, however, a much more relaxed rule prevails, and it has long been settled that there is no distinction between the contracts of a corporation and a natural person, whether they are express or implied, either from acceptance of an executed consideration or from the ratification of acts done on its behalf by its members or others : Bank U. S. v. Dandridge, 12 Wheat. 64; Proprietors v. Gordon, 1 Pick. 297; Ross v. City of Madison, 1 Smith, 98; Gassett v. Andover, 21 Vt. 342; and see many other cases collected in Angell and Ames on Corporations, 211, 212; 2 Kent's Com. 290 (whose statement of the law is referred to by Patteson, J., in Beverly v. Gas Co., supra), and the note to Mayor v. Charlton, 6 M. & W. 815, Am. ed.-r.
The acts of a corporation, evidenced by a vote, written or unwritten, are as completely binding upon it, and as full authority to its agents, as the most solemn acts done under the corporate seal; and promises and engagements may as well be implied from its acts and the acts of its agents as if it were an individual : Elvsville Manufacturing Co. v. Okisko Co., 1 Md. Ch. 392; Conro v. The Port Henry Iron Co., 12 Barb. 27; Ross v. Madison, 1 Ind. 281. Promises are implied against corporations in the same cases as against natural persons : San Antonio v. Lewis, 9 Tex. 69. The appointment of an agent may be implied: Planters' Bank v. Bivins:sville Cotton Co., 10 Rich. 95; Alabama E. R. Co. v. Kidd, 29 Ala. 221; Hamilton v. Newcastle R. R. Co., 9 Ind. 359; Buckley v. Briggs, 30 Mo. 452; Brown v. Donnell, 49 Me. 421; Allen v. Citi zens' Co., 22 Cal. 28. The vote of the directors of a bank to accept one security in the place of another may be proved by parol, when no record is made of it: Ryan v. Dunlap, 17 111. 40; Southern Hotel Co. v. Newman, 30 Vo. 118, As against the minority, a majority of the stockholders or board of directors of a corporation cannot legally deviate from the undertaking which was originally contemplated between the parties: Kean v. Johnson, 9 N. J Eq. 401.-8.
26 401 writing, and sealed with *the common seal of such authority " (a). This enactment is obligatory and not merely directory, and applies to an executed contract of which the urban authority has had the full benefit and which has been effected by its agent duly authorized under the common seal of the authority (b). It has also been held that as the words "every contract .... whereof the value or amount exceeds £50" are in the present tense, the words "at the time of making t,"must be read into the enactment. The contract, therefore, in order to be rendered invalid must be one which exceeds £50 at the time it is entered upon, not one which may possibly exceed £50 at some future time. Thus, where on the occurrence of an outbreak of fever, a medical man made a verbal agreement with an urban sanitary authority to attend the patients who were in tents at the rate of 5s. 3d. per tent per day, and he attended until the amount due was nearly £100, it was held that the urban sanitary authority was liable on this contract, inasmuch as at the time of entering into it the parties had not *ascertained that it would necessarily exceed £50 (c). There is an important class of parties to contracts, most of which at the present day are of the nature of trading corporations, which ought not to be passed over without mention, though our consideration of them must be necessarily brief, I mean public or joint stock companies. Nearly all of these are of recent origin, most of them very recent. Some of these companies are incorporated, and others not, and some important attributes exist peculiar to different stages of their growth, from a mere party of individuals combining to promote the formation of a company, until they have achieved their object by effecting its incorporation. All these companies are created for some definite and prescribed object, and have already been slightly mentioned in treating of the power of corporations to contract.