ietsdone << majority" should be construed, according to the dif ferent conftitutions of different corporations. IF a mayor de facto, together with fuch other members of the corporation as are impowered to bind the whole by their act, put the common feal to an obligation, this shall bind the corporation, though he be not de jure mayor; for being in fact appointed to the office, and permitted to act in it by the corporation, who might have removed him, all judicial and minifterial acts done by him are valid (a). INFANCY in the mayor, bailiff, or other head of a corporation, fhall not avoid the deeds or grants of the corporation, because he acts in his corporate, and not in his natural capacity (b). So, it would feem, that non-fane memory, outlawry, or excommunication of the head ought not to avoid the acts of the corporation (c). BUT an act done by the members of a corporation in buy the Moms the absence of the head, fhall not bind them; thus in the vacancy of the mayoralty, an obligation given by the comabsence of the monalty is not binding: and on this principle, if a bond be head, void extorted from a mayor and commonalty, by the imprison ment of the mayor, they may plead that imprisonment in avoidance of the bond, becaufe, during the imprisonment of the mayor, the corporation may be confidered as without a head (d). IF a contract be made with the head of a corporation, for fomething which is to be applied to the benefit of the corporation, and which is afterwards actually fo applied, (a) Lutw. 519, cites 9 H. 6, 32, pl. 3. Br. non est fact. 3. 2 H, 6, 32. Br. tit. Abbe. 19 Mo. 112. (b). 5 Co. pl. 2, 27. (c) 21 Ed. 4, 7, 12, 27, 67. Bro. Corpor. 63. (d) Vid. the authorities laft cited, and Cowp. 222, 224, 225, where this cafe is alluded to, this fhall bind the corporation; but the plaintiff, in his declaration on that contract, muft fhew that the corporation had the benefit: thus, if an abbot had given an obligation without the common feal, for money to be applied to the ufe of his convent; this would have bound the fucceffor: but it must have been fhewn in the declaration, that the money was actually applied to the use of the convent (a). So, where R. abbot of Chester, granted to John Brewin, Efq. by his deed, without the confent of the convent, a yearly rent of 40s. out of his monaftry, for his council to the famé R. abbbot, and the convent of the fame place, given, and in future to be given (b); and after the death of abbot R. Brewin brought a writ of annuity against the fucceffor, and averred that he had given to the said R. late abbot, and to the convent, his council at W. in the bufinefs of the houfe, and to the profit of the house: Prifot and the whole court held, that the action would not have been maintainable againft the fucceffor without fuch averment as this: for that the action was not maintainable against the fucceffor, on any contract or grant made by the abbot only without the convent, unless the effect or confideration came to the profit of the house; but that fuch general averment was good, because it would be too long to fhew all the causes specially (c). So, if the head of a corporation, by the intervention of Hig a fervant, buy certain things for the ufe of the corporation, purchased which are actually applied to their ufe, they are bound byfor the live this contract, and an action may be maintained against e corfor. them, after the change of the head, in whofe time the pur (a) Long, sto. Ed. 4, 73, a. (b) Pro confil' fuo eid' R. abbati et conventui ejufdem loci impenfo et in pofterum impendendo. (c) 39 H. 6, 21, 22, cited in Ughtred's case, 7 Co. 10. b. ration chafe chafe was made (a). So, if one who is the regular fervant of the corporation, make a purchase and apply it to the use of the corporation, it would feem that the corporation are bound (6): but in both these cafes, the plaintiff must aver that the things purchased came to the use of the corporation. BUT an act of the head of a corporation, by which any claim of the corporation is difcharged, does not bind the corporation: thus an acquittance by the mayor alone of any fum due to the mayor and commonalty does not bind them (c): "not in ftrictness of law," fays Jenkins (d), "but because an hundred precedents were fhewn of the allowance of fuch an acquittance, it was allowed by all the judges of England.”. If a prior, with the confent of his convent, had made a leafe for years, rendering rent, and had without the convent, by deed exprefsly releafed the rent and died, the fucceffor should have recovered the arrears: but if the prior had ousted the leffee and died, this, being a discharge in law, would have discharged the rent accrued during the continuance of the oufter, against the fucceffor (e). Acts of the IT feems that the acts of the regular fervants of a corServant poration, done in their official character, fhall in general bind the corporation. THUS where the mayor and commonalty of a town, by deed covenanted with the mayor and commonalty of another, that the burgeffes of the latter fhould be quit of toll and other duties within the former, and the burgeffes of the latter were afterwards diftrained by the officers of the former, this was held to be a breach of covenant, which (a) Vid. Long 5to. E. 4, 70, 71. (b) Vid. id. ibid. (d) Jenk. 162. would would fupport an action of covenant against the corporation (a). THE dean cannot appoint a proxy for him to do any corporate act which is to affect the poffeffions of the deanry or of the chapter, as to put the seal to a lease (b). : If an abbot and all his monks, by their proper names, and not by the name of their incorporation, had made an obligation under the common feal, this fhould not have bound their fucceffors: and the law is the fame with respect to a mayor and commonalty (c). If an abbot had given an obligation in these words, "Know all men- -that I, abbot of E. am boundin witness whereof I have hereto affixed the feal of my convent," without mentioning his fucceffors, this would not have bound the latter, because it did not appear to be with the consent of the convent: but words in this form, "Know that I, with the confent of my convent, have demifed"-would have bound the fucceffors, because the convent were perfons dead in law. But fuch a deed by a dean, alleged to be executed by the affent of the chapter is not good, if it relates to the joint poffeffions, because the chapter are an integral part of the corporation, and are feifed with the dean, and implead and are impleaded with him. The law is the fame with refpect to a mayor and commonalty (d). AN abbot of England was bound by a deed made under the common feal of the abbot and convent, though it bore 'date out of their monastry (c). (a) 48 E. 3, 17, 18. Bro. Corpor. 14, 74. Vid. ante, page 191. Vid. the cafe of Moodamay v. the East India Company. 1 Brown. Ch. Rep. 469. (b) Sir J. Davis, 47, a. b. (c) 15 E. 4, 1. (d) 14 H. 6, 16. Bro. Corpor. 31. Bro. Corp. 39. Faitef. 47. Vid. ante, p. 114, 115. (e) Jenk. 10, cites 9 E. 4, 40. 14 H. 6, 16. 10H.6,44. 27 Aff. pl. 43. 1 IN the cafe of an abbot alien, who had a monaftry beyond fea, being fued in debt on a deed obligatory, under the common feal of the abbot and convent, and-bearing date in England, there was this diftinction: if the abbot had a cell in England the deed was held good: but if the abbot had no cell in England, a deed by them bearing date in England was confidered as void, because it was not to be fuppofed that the abbot and monks all left their monaftry beyond fea, and came into England, or that their common feal was in England (a). WHERE an agreement, with relation to a dean and chapter eftate, is executed by the dean for himself and chapter, though figned by him only it fhall bind the chapter (b). AND, if a body corporate, composed of a definite number of members, make an agreement with a person to grant him a lease, and the money be paid, though fome of the members were wanting at the time of the agreement, probably a court of equity would carry it into execution (c). ALL corporations aggregate, were, at common law, bound by a fine, levied with proclamations, according to the ftatute (d); for though the words feem to bar only natural perfons and their heirs, because they do not fave any right but to men and their heirs, and no mention is made of any corporation, or of fucceffors, yet it was the intention of the makers of the act, that it should be extended to fuch corporations, and to their fucceffors, as have of themfelves an abfolute eftate, and authority to difpofe of their poffeffions, as mayor and commonalty, dean and chapter, colleges, and the like (e). But fince (a) Jenk. 10. Vid. ante, page 33. (b) Dict. pr. Ld. Hardwicke. 2 Atk. 45. (c) Di&t. pr. Ld. Hardwicke. 3 Atk. 478. (d) 4 H. 7, C. 24. (e) Plow. 375, 537, 538. the |