Sec 128

A corporation, however, being a purely ideal structure, can only act through its agents. It used to be said that only by contracts which are attested by its' seal could it be bound. Its seal, so it was held, is its only mode of articulation; if it does not speak through its seal, it does not speak at all.4 But this limitation is no longer applied.5 Within its orbit a corporation may bind itself contractually by its agents. And this may be in two ways. In the first place, it may give its agents specific power to do particular things. In the second place, it may appoint particular officers with certain functions, and it is bound by any acts of these officers in performance of these functions.1 And in all matters essential and incident to the discharge of its corporate duties, it may bind itself, without seal, by specific resolution, by by-laws, as well as by the appointment of officers and servants to perform particular classes of duties.2 A seal is not necessary for the appointment even of agents to execute documents under seal.3 Where, however, a seal is prescribed by the charter, it must be used;l though, as will hereafter be seen, the defect may be cured by estoppel in cases of executed contracts with third parties acting; bona fide.

Corporations can bind themselves by parol.

1 Louisville, etc., R. R. v. Letson, 2 How. 497 ; Tileston v. Newell, 13 Mass. 406; Peabody v. Flint, 6 Allen, 52; Weckler p. Bank, 42 Md. 581; Straus v. Ins. Co., 5 Oh. St. 59.

2 Wh. on Agency, sec 57 ; Windscheid, Pandekt. sec 58 ; Savigny, ii. 265-74.

3 L. 10, de I. F. (49, 14). That a corporation has no extra-territorial status, see Wh. Con. of L. sec 105.

4 1 Bl. Com. 475 ; Anson on Contracts, 45 Wh. on Agency, sec 58.

5 Morawetz on Corp. sec 167; Smith v. Gas Co., 1 A. & E. 526; 3 N. & M. 771; Gibson v. East India Co., 5 Bing. N. C. 262; Bank U. S. v. Dandridge, 12 Wheat. 64 ; Canal Bridge v. Gordon, 1 Pick. 297; Commercial Bank v. Kort-right, 22 Wend. 348 ; Christian Church v. Johnson, 53 Ind. 273; Sheffield v. Andress, 56 Ind. 157; Athens v. Thomas, 82 111. 259.

1 Infra, sec 130; Kennedy p. Ins. Co., 3 Har. & J. 367. As illustrating the positions in the text, may be mentioned Birmingham Banking Co. ex parte, L. R. 6 Ch. 83, in which it was held, that a corporation can (unless prohibited) mortgage any part of its property, as well for an existing debt as for a new loan. A corporation, it was said by James, L. J., can "hold property and dispose of it as freely as an individual, unless it is specially prohibited from so doing." That a director binds the company when acting as agent, see Stratton v. Allen, 16 N. J. Eq. 229.

2 Wh. on Agency, sec 59 ; Angell & Ames on Corp. sec 284; Sutton's Hospital, 10 Co. Rep. 306 ; South of Ireland Colliery Co. v. Waddle, L. R. 3 C. P. 469 ; Church v. Gas Light Co., 6 Ad. & El. 846; Nicholson v. Bradfield, L. R. 1 Q. B. 620; Wells v. Kingston, L. R. 10 C. P. 402; Riche v. Ashbury, L. R. 9 Ex. 224; Bank of Columbia v. Patterson, 7 Cranch, 299; Fleck-ner v. Bank U. S., 8 Wheat. 338; Bank U. S. v. Dandridge, 12 Wheat. 70; Eureka v. Bailey Co., 11 Wall. 488; Canal Co. v. Knapp, 9 Pet. 541 ; Goodwin v. Screw Co., 34 N. H. 378; Stamford Bk. v. Benedict, 15 Conn. 445 ; Perkins v: Ins. Co., 4 Cow. 645; People v. Mawran, 5 Denio, 389;.

Chestnut Hill Turnpike Co. v. Rutter, 4 S. & R. 16; Berks, etc. Turnpike Road v Myers, 6 S. & R. 12 ; McMas-ters v. Reed, 1 Grant, Penn. 36; Elys-ville Co. v. Okisko, 5 Md. 153 ; Banks v. Poitiaux, 3 Rand. (Va.) 136 ; Bank of Chillicothe v. Swain, 8 Ohio, 257 ; Palm v. Ins. Co., 20 Ohio, 537 ; Cincinnati R. R. v. Clarkson, 7 Ind. 595 ; Board of Education v. Greenebaum, 39 111. 609; Blunt v. Walker, 11 Wis. 334; Buncombe Co. v. McCarson, 1 Dev. & B. 306 ; Buckley V. Briggs, 30 Mo. 452 ; Kiley v. Forsee, 57 Mo. 390 ; Kitchen v. R. R., 59 Mo. 514; Selmar. Mullen, 46 Ala. 411 ; Western Bank v. Gilstrap, 45 Mo. 419.

According to Sir W. Anson (p. 45), a seal even in England is no longer requisite, first, where the rule would defeat the object of the corporation, and second, where it would cause great inconvenience ; see to same effect, Baptist Church v. Melford, 3 Halst. L. 185 ; McCullough v. Ins. Co., 46 Ala. 376 ; Buckley v. Briggs, 30 Mo. 452.

3 Bank U. S. v. Dandridge, 12 Wheat. 64; Maine Stage Co. v. Long-ley, 14 Me. 444 ; Eastman v. Bank, 1 N. H. 26 ; Warren v. Ins. Co., 16 Conn. 444; Burrill v. Nahant Bk., 2 Metc. 163 ; Com. Bk. v. Kortright, 22 Wend. 348.