there were no feal, and that there were forty precedents of it ; and Coke's entries were cited, title Quo Warranto; and the cafe of the town of Denbigh, to fhew that a corporation might ufe what feal they pleased.

THE Attorney General faid, they could not appear or do any act, but under their corporation feal; that even fome acts under that feal were not good, unless it were regularly and duly put; and that, therefore, if the mayor alone, or one or two aldermen, fhould put the corporation feal to a leafe, it would not be valid.

IN one book (a) we are told, that the matter was referred to be examined, and in another (b), that it was adjudged that it was not a good appearance, unless the warrant of attorney were made under the corporation feal.

NOTWITHSTANDING this general rule, however, that a corporation must appoint their attorney by deed under the common feal, they may make an attorney in a court of record, without other writing than the record itself (c); and this is the cafe of the city of London, who make an attorney every year in the King's Bench, without either fealing or figning; and the reason is, that they are estopped by the record to fay it is not their act (d). So, they may prefent their mayor in the Exchequer every year without deed, which is the cafe of the city of London at this day (e),

3. Their Common Seal.

A CORPORATION aggregate, being confidered as an invifible body, cannot manifeft its intentions by any perfonal

(e) Vid. Madox Firma Burgi, c. 7, paffim, particularly the last

fection.

act

act or oral difcourfe; and though the particular members may exprefs their private consent to any act, by words, or by figning their names, this does not bind the corporation; the law, therefore, has eftablished an artificial mode, by which the general affent of the corporation to any act which affects their property, may be expreffed. This is by fixing the common feal (a), which, therefore, it is incident to every corporation to have, without any clause in the charter of incorporation exprefsly empowering them to use one; for when they are incorporated, they may make or ufe what feal they will (b).

IN what cafes the common feal must be used, may be collected from what has been faid with refpect to their acting by deed; for in every cafe where they must act by deed, there they muft ufe their common feal.

WHEN the common feal is affixed to a deed, that is sufficient in general without delivery (c), and it is faid, that when the common feal appears to be affixed to a deed, it is not neceffary that the party producing the deed, should prove by witnefs the fact of its having been regularly affixed, or that the major part of the corporation agreed; but that, if it be alleged to have been affixed by the hand of a stranger, that shall be proved by the party who alleges it (d).

4.

When a Corporation must act by Attorney.

WHERE any perfonal act is necessary in the case of a corporation, that act must be done by attorney: thus, where they are to make a feoffiment and grant livery and

(a) Dav. 44, 48. (b) 10 Co. 30 b. Sutton's Hofpital. (c) Vid. 1 Ventr. 257. 2 Dam. 757. 1 Lev. 46. I Sid. 8. Cart. 160. 1 Salk. 255. 3 Keb. 307; et vid. 2 Leon. 98, a dictum of Gawdy, J. to the contrary.

(d) Vid. Skin. 2.

feifin,

feifin, that must be done by an attorney authorised by warrant under their common feal (a). So, if a deed of feoffment be made in their favour, they must make a warrant of attorney under their common feal, authorifing their attorney to go upon the land to receive. livery and feifin (b). So, if they accept rent from the affignee of a lease made by them, that must be by warrant of attorney, in order to discharge the original leffee (c): unless the corporation have a particular officer, whose businefs it is to manage the revenues; as is the cafe of the city of London, whofe chamberlain receives the rents of their eftates; and then, it is conceived, the receipt of rent from a new tenant, with an entry of the change of tenant in the books of the office, will bind the corporation : fo wherever delivery of a deed is thought neceffary, that must be by attorney, who must have a letter of attorney for that purpofe (d)

IF a grant of an acre of land be made, to a corporation within a certain wafte, without fpecifying where; the grant, if from a common perfon (e), is good, and the corporation may make their election; but this cannot be done merely by a warrant of attorney under their common seal, authorifing the attorney to enter and make election for them; but after they are refolved on the land, they should make a special warrant of attorney, reciting the grant to them, and declaring in what part of the wafte, by proper terms of description, they wish to make their election, according to which direction the attorney is to enter (ƒ).`

A DEAN and chapter made a leafe for three lives, and a letter of attorney to deliver it on the land: Twifden thought the letter was void, the leafe being a perfect lease by fealing, and the delivery afterwards infignificant; but Hale, C. Justice, obferved, that fince he had fat in the court, it had been ruled that the latter execution was good, and that the lease on being fealed was but an escrow, when the letter of attorney was delivered at the fame time (a).

ON evidence at a trial in ejectment, the case was this: a dean and chapter having a right to certain land, but being out of poffeffion, sealed a lease with a letter of attorney to deliver it upon the land, which was done accordingly; and this was held to be a valid tranfaction, on the ground that though the putting of the feal of a corporation aggregate to a deed, be equivalent to delivery; yet the letter of attorney to deliver it on the land, fufpends the operation of it till actual delivery by the attorney (b).

IN early times a corporation, as well as a community not incorporated, might have deputed fome of their members to appear on their behalf in a court of justice (c). In many inftances fome of the inhabitants of a town were fummoned in the name of the whole, and these appeared and pleaded by their attorney; fo that the attorney was not the attorney of the town or corporation, but the attorney of those who happened to be summoned or commiffioned by the community (d).

Corporate BUT it has long been a settled maxim that a corporation count cannot appear in court but by attorney; because if the Curly try members appear in proper perfon, the court cannot judge

(a) Vid. 3 Keb. 307.

(b) Anon. 1 Ventr. 257.

whether

(c) Vid. Madox Firma Burgi. c. 7 particularly f. 21.
(d) Id. c. 7, per tot.

whether they all appear or not (a); therefore, where a writ was fued against the company of Lombards in London, merchants of Florence, and two Lombards whofe goods had been distrained, came to the bar in person, and prayed that their appearance might be recorded to fave their iffues; this request was refused, because it was to be intended that the writ was against a corporation, which, it was faid, must appear by attorney; and if they were not in fact members of the company, their remedy was against the sheriff (b).

THE attorney may, however, be one of the corporation, and it is no objection that such a one is in a manner a party, because he has an individual capacity diftinct from the corporate capacity (c).

A CORPORATION which has appointed a general attorney in a court of record, may, by fuch attorney, claim liberties (d).

FROM the maxim that a corporation aggregate cannot appear but by attorney, it follows as a confequence that it cannot be effoined; becaufe an effoin is an excufe of the perfonal appearance of the party (e).

5. What process must be used against a corporation.

A SUIT against a corporation aggregate must be by original out of chancery: the plaintiff cannot proceed against them by bill, because they cannot declare against them as in cuftody of the marshal (ƒ).

(c) 3 H. 6, 43. Bro. 182 b. (d) 4 H. 6, 6. Bro. Corpor. 36. (e) Benl. 121, pl. 154. 1 Ld. Raym. 79. Argent v. dean and chapter of St. Paul's, cited 2 Term Rep. 16.

(f) 6 Mod. 183. Vid. 1 Brown Ch. Rep. 471.

THE