What is necessary to effect a corporate act by a common law corporation.

(a) See D'Arcy v. Tamar, etc. By. Co.,L. R. 2 Ex. 158; and cases cited below, p. 868, n. (f).

(b) Bac. Abr. Corporations (E, 7); Mayor, etc. of the Staple v. Bank of England, 21 Q. B. D.

160, 165, 166

(c) He Barned's Banking Co., L. R. 3 Ch. 105, 116.

(d) Cf. above, pp. 306, 307, and n. (y)

(e) Above, p. 97.

Where the constitution (l) of a corporation requires that some special formality shall be observed in affixing the corporate seal to any instrument, then no instrument sealed with the corporate seal can be accepted by the conveyancer advising on title as a proper corporate act, unless it appear on the face of the deed that every such formality has been complied with. Thus if the deed of settlement or articles of association of a company provide that the corporate seal must be affixed to any instrument intended to bind the cornpany in the presence of two directors at least, who shall sign the instrument, and that the secretary shall countersign the same (m), a deed not executed in conformity with these requirements is of no effect in law to hind the company; and objection must be taken to it accordingly. If, however, it appear from the attestation clause and otherwise on the face of the instrument that it has been sealed and signed in accordance with these conditions, it may be accepted as regularly executed, and inquiry need not be made nor proof required whether the persons who have signed the deed as directors and secretary were duly appointed to their offices (n).

Where some formality is required by the constitution of the corporation.

(/) Clarke v. Imperial Gas, etc. Co., 4 B. & Ad. 315, 325, 326; Royal British Bank v. Turquand, 6 E. & B. 327, 332; Agar v. Athenæum, etc. Socy., 3 C. B. N. S. 725; Re Athenæum, etc. Secy., Expte. Eagle, Sec.c. Co., 4 K. & J. 549, 561; Re County Life Assurance Co.. L. B. 5 Ch. 288; Mahony v. East Holyford Mining Co., L. B.

7 H. L. 869, 893, 894; County of Gloucester Bank v. Rudry, etc. Co., 1895, 1 Ch. 629; London Freehold, etc. Co. v. Suffield, 1897, 2 Ch. 608; Re Bank of Syria, 1900, 2 Ch. 272, 278, 1901, 1 Ch. 115, 121; Duck v. Tower Galvanizing Co., 1901, 2 K. B. 314.

(f) Above, p. 867.

(h) See above, pp. 97 - 99.

(i) Above, p. 867.

(A) Above, p. 858, n. (x). (l) See above, p. 866.

In the case of building societies incorporated under the Building Societies Act, 1874 (o), the constitution of the corporation is contained partly in the Building Societies Acts (o) and partly in the registered rules, which must contain provision for the device, custody and use of the seal of the society (p). And the seal must in all cases bear the registered name of the society (p). Conveyancers advising on title must therefore see that any assurance by such a society purports to have been executed as required by the rules. Societies incorporated under the Industrial and Provident Societies Acts are regulated by similar provisions (q).

Incorporated building societies.

Industrial and provident societies.

It must not be forgotten that the deed of a corporation may be forged, even though it bear the impression of the real corporate seal, and notwithstanding that such seal were affixed thereto (but without authority) by the person entrusted with its custody (r). An instrument so forged has no more effect than a deed forged in the name of a natural person (s).

Forgery of the deed of a corporation.

(m) See Palmer, Company Precedents, i. 639, 9th ed.

(n) See cases cited above, p. 868, n. (f).

(o) Stat. 37 & 38 Vict. c. 42, amended by 38 & 39 Vict. c. 9; 40 & 41 Vict. c. 63; 47 & 48 Vict. c. 41; and 57 & 58 Vict. c. 47.

(p) Stat. 37 & 38 Vict. c. 42, s. 16 (10). See Encyclopaedia of Forms, iii. 4, 9, 10, 19.

(q) See stat. 56 & 57 Vict. c. 39, ss. 10, 21, 36, 37, and Sched. II. No. 11, consolidating the provisions of repealed Acts of 1862, 1867, 1871, and 1876.

It is asserted in Coke upon Littleton (t) that, upon the dissolution of a corporation, any lands, of which it was seised in fee simple, do not escheat to the lord of the fee, but revert to the grantor or his representatives; for that on the grant of lands to a corporation (u) there is a condition implied in law that, if the corporation cease to exist, the grantor or his heirs may re-enter. And this proposition has been accepted without question by many eminent judges, text-writers and conveyancers (x). Mr. Hargrave, however, in a note to his edition of Coke upon Littleton (y), pointed out that there are important authorities (z) to the effect that lands held in fee by a corporation do escheat, upon its dissolution, in the same manner exactly as lands held by a natural person dying intestate and without heirs; and he himself obviously doubted the accuracy of Lord Coke's statement. And Professor Gray of Harvard, in his learned and original treatise upon the rule against Perpetuities (a), has entered into a critical examination of the point in dispute, and has shown that the rule alleged by Lord Coke rests on no certain warrant of judicial decision, but the weight of authority is in favour of the conclusion that in the event above mentioned the land shall escheat. The writer submits that this is the better opinion. It appears that, on the dissolution of a corporation, the Crown becomes entitled to all chattels real and choses in possession, which belonged to it, as bona vacantia (b). The Crown in this event also succeeds to all choses in action held in trust for the corporation: but it is a question whether things consisting purely of legal rights of action, such as debts, do not become extinct by the entire dissolution of the party entitled to sue (c). It may be remarked that these points of law are far from academic; as companies incorporated under the Companies Acts are constantly dissolved after being wound up either voluntarily or by the Court (d).