corporation concerns an authority to do those acts without which the corporation could not subsist. Sanders v. St. Neots, 8 Q. B. 810. Clark v. Cuckfield, 21 L. J. Q. B. 349, and Haigh v. North Bierley, 31 L. T. 213, show that an action will lie although the contract be not under seal in certain cases; but a corporation would not be bound by a contract entered into by one of its servants on its behalf without evidence of its having given express authority to its servant to enter into the contract; Cox v. Midland Counties Railway Company, 3 Exch. Rep. 268. And per Martin, B., in Walker v. Great Western Railway Company; L. R. 2 Exch. 229, "when Cox v. Midland Counties Railway Company was decided, it was generally supposed that a company, except in some very few cases of daily recurrence, could only contract under seal, but there has been much more freedom in this respect accorded to companies since the time of that decision." Persons dealing with corporations should always bear in mind that they are essentially different from an ordinary partnership of individuals for all purposes of contracts, and especially in evidence against them on legal trials; and should insist upon all contracts with them being by deed, under the seal of the corporation, or otherwise executed in the manner prescribed by the Act of Parliament regulating the corporation. There is no safety or security for any one dealing with such a body on any other footing. The same observation applies in respect of any variation or alteration in a contract which has been made, and it should further be borne in mind that the secretary or other officer of the corporation has of himself no independent authority to bind the corporation by letters or documents signed by him. Generally speaking, corporations are as much bound by their contracts as individuals, where the seal is affixed in a manner binding on them; and where a corporation is created by Act of Parliament for particular purposes with special powers, their contract will bind them, unless it appears, by the express provisions of the statute creating the corporation, or by necessary and reasonable inference from its enactments, that the contract was ultra vires, or that the legislature meant that such a contract should not be made. Bateman v. Ashton-under-Lyne, 3 H. & N. 323; 27 L. J. Exch. 458. Contracts must be under seal to bind the Local Boards, for the power of the Local Board to enter into contracts so as to bind the rates is entirely the creature of the statute, and the statute having prescribed a mode by which these contracts are to be made, is part of the power given. The Local Board has no power to bind the rates unless by contracts entered into by the mode pointed out by the Act, therefore a contract exceeding the value of £10 for the performance of works and for carrying into execution the Public Health Act, 1848, made with a Local Board of Health of a noncorporate district, was held not to be valid, so as to enable the contractor to enforce it against the Board, unless it were scaled with the seal of the Board and signed by five or more members thereof, and complied in other respects with the requirements of section 85 of that Act; Frend v. Dennett, 4 Jur. (N.s.) 897; 27 L. J. C. P. 314; for that section is not merely directory, but creates a condition which must be complied with. In the case where it was so held, a suit in equity was afterwards brought to obtain a specific performance of the contract between the plaintiff and the Local Board of Health, but it was held by Wood, V. C., that a Local Board of Health had no power to enter into a contract which can bind the rates of the particular district unless such contract is made, and the engagements therein contained are entered into, in the mode prescribed by the Act; and also that a Court of Equity equally with a Court of Law has jurisdiction to adjudicate upon the validity of such a contract. Frend v. Dennett, 5 L. T. (N.8.) 73. It has also been held that a municipal corporation cannot enter into a contract to pay a sum of money out of the corporate funds for the making of improvements within the borough except under the common seal; and for such a purpose the Public Health Act clearly makes a contract under seal necessary. Ludlow v. Charlton, 6 Mee. & W. 815. The case of Lamprell v. The Guardians of the Billericay Union, 18 L. J. A.D. 1875. A.D. 1875. Exch. 282; 12 L. T. 533, has also an important bearing upon contracts entered into with Local Boards for the execution of works. In that case a contract had been entered into by a builder with the guardians of the union to build a union workhouse for a certain sum to the satisfaction of the architects, and it was agreed that all extra works authorized by the architects in writing should be paid for in addition to the principal sum. The builder having executed certain extra works suggested by the architects from time to time, without an authority in writing, it was held that he could not recover under the deed for such extra works, although they were from time to time examined and approved by the architects. It was held in the same case that although the deed provided for payment on account during the progress of the works, the plaintiff could not set off money so paid against the money due for the extra works; for a corporate body, having no power to contract except under seal, cannot impliedly assent to extra works being done, a corporation being incapable of making a new contract by parol. Respecting contracts by corporations which are ultra vires of the contracting parties, Cranworth, L.C. (in Shrewsbury and Birmingham Railway Company v. London and North Western Railway Company and others), 3 Jur. (N.s.) 781, said, "When the legislature constitutes a corporation it gives to that body prima facie an absolute right of contracting. But this prima facie right does not exist in any case where the contract is one which, from the nature and object of the corporation, the corporate body is expressly and impliedly prohibited from making; such a contract is said to be ultra vires." On this point see also the London Dock Company v. Sinnott, 8 E. & B. 347; 4 Jur. (N.s.) 70. The requirements of the statute that estimates shall be made before commencing works, and also as to previous reports, are directory only as respects contracts entered into by the Board with third parties, and are merely for the guidance of the Board; Nowell v. Worcester, 9 Ex. Rep. 457; 23 L. J. Ex. 139; and therefore a contract under seal, entered into between the Board and a third party for the execution of certain works, was held to be valid, although no estimate or report of the surveyor had been previously obtained. The non-observance of the proviso might, however, affect the right of the Board to levy a rate for the purposes of the contract. It was also held in the same case that an action lay upon the contract itself for non-payment, and that the plaintiff was not driven to seek his remedy by mandamus or bill in equity, or by any such collateral proceeding. The notice required by 11 & 12 Vict. c. 63, s. 139, to be given before an action can be brought against the Local Board of Health did not apply to a contract for the execution of works. Davis v. Swansea, 8 Exch. Rep. 808. As regards personal liability of members of Local Boards of Health and their officers, see post, p. 252. Before contracting for the execution of any works, Local Boards were required to obtain from their surveyor an estimate of the expense of executing the work, as well as of the expense of keeping it in repair; but this did not apply to a contract for work done to streets which were not highways under 11 & 12 Vict. c. 63, s. 69, and therefore the Local Board might have enforced payment of the expenses from the owners of such streets, notwithstanding the absence of the estimate and report of their surveyor. Cunningham v. Wolverhampton, 7 E. & B. 107; 26 L. J. M. C. 33. It will be seen, however, from s. 150, ante, p. 115, that the estimate must now be obtained before the notice to do the works is given. Lastly, in order to bind a contractor, the contract must be under the common seal of the Corporation. Kidderminster v. Hardwick, L. R. 9 Ex. 13. A.D. 1875. PURCHASE OF LANDS. P.H., s. 84. 175. Any local authority may for the purposes and Power to pursubject to the provisions of this Act purchase or take on chase lands. lease sell or exchange any lands, whether situated within L.G. Am., s. 22. or without their district; they may also buy up any water- San. 1866, s. mill dam or weir which interferes with the proper drainage 47, of or the supply of water to their district. P.H. 1874, ss. 31, 33. Any lands acquired by a local authority in pursuance S.U. 1865, s. 7. of any powers in this Act contained and not required for S.U. 1867, s. 4. the purpose for which they were acquired, shall, unless the Local Government Board otherwise direct, be sold at the best price that can be gotten for the same, and the proceeds of such sale shall be applied towards discharge, by means of a sinking fund, or otherwise, of any principal moneys which have been borrowed by such authority on the security of the fund or rate applicable by them for the general purposes of this Act, or if no such principal moneys are outstanding shall be carried to the account of such fund or rate. As to the latter clause, see the Introduction, ante, pp. lix, lxxviii. land. L.G., s. 75. 176. With respect to the purchase of lands by a local Regulations as authority for the purposes of this Act, the following to purchase of regulations shall be observed; (that is to say,) (1.) The Land Clauses Consolidation Acts, 1845, 1860, L.G. Am., s. 18. and 1869, shall be incorporated with this Act, P.H. 1874, except the provisions relating to access to the special Act, and except section one hundred and twenty-seven of the Lands Clauses Consolidation Act, 1845: (2.) The local authority, before putting in force any of Publish once at the least in each of three s. 35. A.D. 1875. every owner or reputed owner, lessee or reputed lessee, and occupier of such lands, defining in each case the particular lands intended to be taken, and requiring an answer stating whether the person so served assents, dissents, or is neuter in respect of taking such lands: (3.) On compliance with the provisions of this section (4.) On the receipt of such petition and on due proof of and on whom notices in respect of such lands Provided that the notices by this section required to be See the Introduction, ante, pp. lix, lxxviii. A.D. 1875. P.H. 1874, s. 177. Any local authority may, with the consent of the Power to let Local Government Board, let for any term any lands lands. which they may possess, as and when they can conveniently 34. spare the same. ing to the 32. 178. The Chancellor and Council of the Duchy of Provision for Lancaster for the time being may, if they think fit, (but lands belongsubject and without prejudice to the rights of any lessee Duchy of tenant or occupier,) from time to time contract with any Lancaster. local authority for the sale of, and may (subject as afore- P.II. 1874, s. said) absolutely sell and dispose of, for such sum as to the said Chancellor and Council may appear sufficient consideration, the whole or any part of any lands belonging to Her Majesty her heirs or successors in right of the said duchy, or any right interest or easement in through over or on any such lands which for the purposes of this Act such local authority from time to time deem it expedient to purchase; and on payment of the purchase money, as provided by the Duchy of Lancaster Lands Act, 1855, the said Chancellor and Council may grant and assure to the said authority, under the seal of the said duchy, in the name of Her Majesty her heirs or successors the subject of such contract or sale, and such money shall be dealt with as if such subject had been sold under the authority of The Duchy of Lancaster Lands Act, 1855. ARBITRATION. tion. 179. In case of dispute as to the amount of any com- Mode of referpensation to be made under the provisions of this Act ence to arbitra(except where the mode of determining the same is P.H., s. 123. specially provided for), and in case of any matter which S.U. 1865, s. 8. by this Act is authorized or directed to be settled by San. 1866, s. 9. |