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120 HARVARD LAW REVIEW.

such bills was afterward defended and explained as necessarily implied in the powers given them by Parliament These corpora- tions " could not carry on their business without the making of such instruments, and they would cease to be bills or notes if under seal. It is clear, however, that this indulgence id not allowed by law to be extended beyond cases of absolute necessity." ^

A more difficult point was raised in 171 7, in the case of Rex v. Bigg,* the leading case before the present century on the extent to which a business corporation could act without the use of its seal. Bigg was charged with felony in altering a bank-note signed by one Adams, an officer of the bank. It was objected that Adams did not have authority under the seal of the bank to affix his name, and that consequently the altered instrument was not a valid obligation, and the prisoner was not guilty of forgery. The argument of Peere Williams for the prisoner is fully given, and the cases which he cites seem to bear him out in his contention that such an agent could not be appointed without deed ; but a major- ity of the court held the prisoner guilty of felony. No opinion is given. It must be admitted that the decision involved some ex- tension of the old rule that a cook or butler or servant for some petty purpose could be retained without a sealed instrument, but after this the law was settled that the regular servants and agents of a business corporation were to be regarded in a similar way.'

But, granting this, how far could an agent of such a corporation act in its behalf without a deed ? As mentioned above, a corpora- tion, the charter of which authorized it to carry on a business that required for its proper exercise the issue of bills and notes, did not need to affix the common seal to such obligations. Undoubt- edly, also, a large amount of routine business was transacted entirely by parol, and there is no case reported where a transac- tion executed on both sides was set aside because the corporation did not act by deed. But, for the rest, it may at least be said that till after the first quarter of the present century had passed, no unsealed executory contract was binding on either party ; ^ and it is probable, also, that in a partially executed transaction no special

» East London Waterworks Co. v. Bailey, 12 Moore, 532; s. c. 4 Bing. 283; and see Edie v. E. I. Co., 2 Burr. 1216, where assumpsit was brought against the Company on a bill of exchange, without objection.

« 3 P. Wms. 419.

» Bac. Abr., tit. Corporation (E) 3 ; i Kyd on Corp. 26.

  • East London Waterworks v, Bailey, 12 Moore, 532; s. c. 4 Bing. 283.