Misrepresentation by the agent of a corporation.

Liability of a corporation in an action of deceit for its agent's fraudulent misrepresentation.

Misrepresentation made to a corporation.

It will be seen from the above (l) statement of the law relating to corporations that, whenever a sale, mortgage or other assurance of land to, in trust for or by a corporation forms any part of the title, which a conveyancer is investigating on behalf of an intending purchaser or mortgagee, he must direct his attention to the following points: - In the first place, he must satisfy himself that there is, or was at the date of the assurance, such a corporation as stated in the abstract; and for this purpose he should require evidence of the incorporation, unless the existence of the corporation be sufficiently notorious to enable him to dispense with proof. Then he must ascertain whether the corporation were empowered by license in mortmain or otherwise to hold land (m); and if the corporation were only invested with a limited power of holding lands (n), he must require evidence that in holding the land in question it did not exceed its powers. With regard to the assurance of land by a corporation, it must be considered whether the assuror were a corporation at common law and unrestricted by statute, a corporation at common law but controlled by statute, or a corporation created by or under some Act of Parliament for particular purposes (o). In the case of a lay corporation at common law (p), it appears that, if it were created by royal charter with power to hold lands, the power of alienation is incident to its ownership, and any clause in the charter purporting to restrict this power is merely declaratory of the King's desire, and of no effect in law (q). But where a corporation is created by Act of Parliament, any restriction thereby placed upon its powers of alienation is perfectly valid, notwithstanding that the restriction would be void as repugnant to ownership or as contravening the rule against perpetuities if annexed to a conveyance of land made between natural persons (r), and although the corporation be in other respects a corporation at common law (s). If the corporation in question be a common law corporation controlled by statute, as ecclesiastical corporations are, or be a corporation created by or under the authority of an Act of Parliament for particular purposes, such as a railway company incorporated by special Act of Parliament or a company incorporated under the Companies Act, 1862, then the conveyancer must satisfy himself that the assurance was not outside the corporation's powers (t). If this point is to be determined by the construction of some public statute, he must of course obtain a copy of it for himself {u): but if the corporation were created by private Act of Parliament or under the Companies Acts, he should require the opposite party to furnish him with a copy of the Act or of the memorandum and articles of association of the company, as the case may be, in evidence of the powers which the corporation may lawfully exercise (x). If the abstracted assurance were not beyond the corporation's powers, the conveyancer must then consider whether the same purports to have been executed in such manner as would bind the corporation. For this purpose he must ascertain whether by the constitution of the corporation, as contained in the charter or statute of incorporation, or in the case of a company, in the deed of settlement (y) or the memorandum and articles of association (z), any particular formalities are necessary to the validity of a corporate act or are required to be observed in affixing the corporate seal; and if they be, he must see that the assurance purports to have been executed in compliance therewith (a).

Points to be noted where an assurance to or by a corporation forms part of a title.

{e) Above, p. 737, and n. (u); and cases cited in note (g), below.

(/) Above, pp. 740, 741.

(g) Barwick v. English Joint Stock Bank, L. R. 2 Ex. 259; Mackay v. Commercial Bank of New Brunswick, L. R. 5 P. C. 394; Swire v. Francis, 3 App. Cas. 106; Houldsworth v. City of Glasgow Bank, 5 App. Cas. 317; Citizens' Life Assurance Co. v. Broun, 1904, A. C. 423, 426, 428. See Western Bunk of Scotland v. Addie, L. R. 1 Sc. App. 145, 166, 167; Pollock on Torts, 293, 5th ed.

(h) See Barnett v. South London Tramways Co., 18 Q. B. D. 815; George Whitechurch, Ld. v. Cava-nagh, 1902, A. C. 117, where the decision was that a limited company is not estopped from denying the truth of a false statement fraudulently made by its agent outside the scope of his authority; above, p. 863.

(i) British Mutual Banking Co. v. Charnwood Forest By. Co., 18 Q. B. D. 714; and see Ruben v. Great Fingall Consolidated, Ld., 1904, 2 K. B. 712

(k) Pollock on Contract, 120, 7th ed.

{I) Pp. 852 sq.

Restriction on alienation by a corporation expressed in a royal charter or in an Act of Parliament.

(m) Above, p. 853. (n) Above, pp. 853, 854. (o) Above, pp. 855 - 857. (p) Above, pp. 852, 855.

(q) Sutton's Hospital case, 10 Rep. 1,11, 30b.

(r) See Manchester Ship Canal Co. v. Manchester Racecourse Co., 1900, 2 Ch. 352, 1901. 2 Ch. 37.

Execution by a corporation of an assurance alienating corporate property.

(s) Above, p. 855 and n. (x).

{t) Above, pp. 855 - 857.

(u) See above, p. 117.

(x) It is thought that these documents would be evidence in proof of the abstract, and not part of the abstract itself; so that the purchaser would have to pay the expense of producing them, if not in the vendor's pos-ion; see above, pp. 28, 37, 86, and n. (x), 95, 96, 99, 100, 108.

(y) This refers to companies incorporated under the Joint Stock Companies Acts of 1844, stat. 7 & 8 Vict. cc. 110, 113, repealed by the Companies Act, 1862; see Wms. Pers. Prop. 285, 289,290, l5th ed.

(z) Above, pp. 856, 857.

According to the general law, the resolution of a majority of the corporators present at a duly convened meeting of the corporation is necessary to enable the corporation to perform a corporate act: and it appears that the corporate seal ought to be affixed at a corporate meeting to any deed so resolved to be executed (b): but no other formalities are prescribed for the sealing of a corporate deed (c). Where a corporation is governed by the general law alone, and an assurance by it has the corporate seal affixed thereto, and there is an attestation clause in a general form (d) to the effect that the corporation has affixed its common seal thereto, then it appears that, according to the regular practice of conveyancers on a sale (e), it will be presumed that the corporate seal was duly and properly affixed thereto, and evidence will not be required that the seal was affixed at a duly constituted meeting of the corporators or in pursuance of a resolution passed by a majority of those assembled at such a meeting. For where one claims as a purchaser for value and in good faith, without notice of any irregularity, under a deed of conveyance or contract executed under the common seal of a corporation, and the transaction effected by the deed is within the powers of the corporation, and it appears upon the face of the deed that the particular formalities (if any) prescribed by the constitution of the corporation for affixing the corporate seal have been duly observed, he may infer and need not ask for proof that all acts of internal management necessary to bind the corporation to the transaction in question (such as the proper convening of a meeting or the passing of a resolution by the requisite majority) have been duly performed; and the corporation will be estopped from alleging, as against him, that in consequence of some such irregularity of internal management it is not bound by the deed (f). If, however, anything should appear in the body or the attestation clause of the deed, which is inconsistent with or raises a doubt concerning the rightful execution thereof as a corporate act (g), an explanation should be asked for, and if necessary, strict proof that the deed was duly executed should be required (h). Thus it is thought that, where the deed of corporation is executed with a general attestation clause (i) but under a plain seal and not the corporate seal (k), that circumstance would justify the conveyancer in demanding proof of its execution.