Contracts of Apprenticeship. The 5 Eliz. c. 4, s. 25, required that the binding of apprentices should be by indenture. As has been stated in Chapter III., where there was an expressed or implied agreement to teach a person a trade, the Courts held that a defective contract of apprenticeship-that is, a contract not sufficient to support a settlement-existed. The 54 Geo. III., c. 96, s. 2, declares that "it shall and may be lawful for any person to take or retain or become an apprentice, though not according to the provisions of the said Act; and that indentures, deeds, and agreements in writing entered into for that purpose, which would be otherwise valid and effectual, shall be valid and effectual in law, the repeal of so much of the said Act as is herein last above recited notwithstanding." The indenture must be executed by the infant (b). As contracts of apprenticeship are for more than a year, they must be in writing. For the reasons stated in Chapter XI., with respect to stamps, the consideration must be stated correctly in the indenture. The Merchant Shipping Act, 17 & 18 Vict. c. 104, s. 142, prescribes regulations as to the indentures of apprentices to the sea. By section 143, they are exempted from stamp duties (c). (b) R. v. Keynsham (1804), 5 East, 309. As to recovering compensation for boy's labour or for board during probation, Keene v. Parsons (1819), 2 Stark. 506; Wilkins v. Wells (1825), 2 C. & P. 231; Earratt v. Burghart (1828), 3 C. & P. 381; Phillips v. Jones (1834), 1 A. & E. 333; Harrison v. James (1862), 7 H. & N. 804; 31 L. J. Ex. 248. (c) Part II. Chap. IX. For precedents of indentures, see I. Crabb. 296, 302, 305, 306. CHAPTER X. CORPORATIONS. CONTRACTS of hiring and service by corporations must be under seal, if the contracts be of an unusual or important character (a). Contracts of hiring and service, in the case of trading companies, need not be under seal. "The seal is required," as Rolfe, B., explains in Mayor of Ludlow v. Charlton (b), "as authenticating the concurrence of the whole body corporate." The principle that a seal must be used in contracts is stated in unqualified terms in some ancient authorities (c); but it has been subjected to important exceptions, the exact limits of which are not easily determined. The following exceptions, however, seem to be established: (1.) Contracts of trading companies entered into for the purposes for which they are established need not be under seal. This exception is now clearly recognised (d) ; and it would seem that the old rule is obsolete so far as trading companies are concerned. Actions by a gas company for the supply of gas (e), by a colliery company (ƒ) against an engineer who had agreed to erect pumping engines, by a (a) See generally as to contracts of corporations, Bacon's Abridg. "Corporations," E. 3, and Viner's Abridg. "Corporations," K. The rule held good in equity as well as at law; Winne v. Bampton (1747), 3 Atk. 473. (b) (1840), 6 M. & W. 815. (c) For example, 13 Hen. VIII., fol. 12. (d) Rolfe, B., in Mayor of Ludlow v. Charlton, see note (b). (e) Beverley v. The Lincoln Gas Co. (1837), 6 A. & E. 829. (f) South of Ireland Colliery Co. v. Waddle (1868), L. R. 3 C. P. 463; L. R. 4 C. P. 617. I trading company on a parol agreement to supply provisions for a passenger ship (g), and for the supply of goods against a company having power to purchase goods (h), were held to be maintainable, though the contracts were not under seal. "These exceptions," said Bovill, C. J., in South of Ireland Colliery Co. v. Waddle (i)," apply to all contracts by trading corporations entered into for the purposes for which they are incorporated." (2.) When a contract is partly executed in such circumstances that the doctrine of part performance would apply, and is of such a nature as to be the subject of an action for specific performance, it will bind a corporation, though it be not under seal. I have taken from Mr. Justice Lindley's judgment, in Hunt v. Wimbledon Local Board (k), the above description of a class of cases which it is exceedingly hard to define. It was once supposed that a clear distinction existed between executory and executed contracts, corporations being not liable under the former if the contracts were not under seal, while they were liable for the latter. This distinction, which is approved of in East London Waterworks v. Bailey (1), is no longer recognised. It has been decided that a person who enters upon and pays rent for corporate property, under a demise for years, made on behalf of a corporation, but not under their corporate seal, becomes tenant from year to year (m); and in the view of Kelly, C. B., when a person so contracts with a corporation by parol that the contract is enforceable in equity against (g) Australian Royal Mail Co. v. Marzetti (1855), 11 Ex. 228. (h) In re Contract Co., claim of Ebbw Vale Co. (1869), L. R. 8 Eq. 14. (i) See note (ƒ), and remarks of Lindley, J., in Hunt v. Wimbledon Board, note (k). In Crampton v. The Varna Railway Co. (1872), L. R. 7 Ch. Ap. 562, an action by a contractor on a contract not under seal was held not maintainable in equity. But the statutes of the company expressly provided that all contracts for more than £500 should have the common seal affixed to them. (k) (1878), L. R. 3 C. P. D. 208, 214. (1) (1827), 4 Bing. 283. See remarks of Martin, B., in Dyte v. St. Pancras Guardians (1872), 27 L. T. 342. (m) Ecclesiastical Commissioners v. Merral (1869), L. R. 4 Ex. 162. it, the other party is bound by any stipulation made by him in consideration of the liability so imposed upon the corporation (n). That the parol contracts of corporations, which have been acted upon, will sometimes be enforced in favour of and against them, seems clear from Marshall v. Corporation of Queenborough (0), Steeven's Hospital v. Dyas (p), and other authorities. But the limitations of this exception are far from certain (q). (3.) Corporations of all kinds may enter into binding contracts not under seal, if they relate to matters of trifling importance or frequent occurrence, or transactions in which it would be impossible or highly inconvenient to make use of a seal (r). Apparently, from the earliest times, this exception has existed. The Year Books show that the judges were not at one as to the limit or the reasons of the exception (8). But it has long been the unquestioned right of corporations, or at all events such of them as had heads, to engage subordinate servants without the use of a deed. Thus, a cook or a butler, or a ploughman, might be engaged by parol. In the notes below will be found the chief instances in which the question has been considered with respect to hiring and service (t). Unions and Guardians of Poor. By the 5 & 6 Will. IV., c. 69, s. 7, and 5 & 6 Vict., c. 57, s. 16, Guardians of the Poor are made corporations. They are (n) S. C. at p. 166. (0) (1823), 1 Sim. & St. 520. (p) (1863), 15 Ir. Ch. 405. (q) See judgment of Bramwell, L. J., and Brett, L. J., in Hunt v. Wimbledon Local Board (1878), L. R. 4 C. P. D. 48. (r) This is recognised in many cases; for example, Mayor of Ludlow v. Charlton (1840), 6 M. & W. 815. (8) In 4 Hen. VII. f. 6. The reason given by Townsend, J., is "these things do not require to be by deed, for otherwise there would be many deeds." In 4 Hen. VII. f. 17, and 7 Hen. VII. f. 9, the rule is justified in the case of the employment of servants, "because there is nothing divested out of their (the corporation's) possession." See also Horn v. Ivy, 1 Ventris, 47. (1) Perhaps there ought to be another division including cases of utility amounting to necessity. See Wightman, J., in Clarke v. Cuckfield Union (1852), 21 L. J. Q. B. 349. liable on all contracts of trifling consequence, and of frequent occurrence, whether under seal or not, as is illustrated by Clarke v. The Cuckfield Union (u), and Nicholson v. The Bradfield Union (x); but all contracts of importance, or of an unusual character, should be under seal. Claims for making a plan of the parishes of a union (y), have been disallowed when the contracts were not under seal (z). Municipal Corporations. They are not, like trading companies, wholly exempt from the operation of the rule of common law, that contracts of corporations must be under seal. They may, no doubt, engage by parol a door-keeper, for example, or enter into a binding contract for some unimportant purpose, or relating to a matter of constant occurrence; but the authorities cited below show that (u) (1852), 21 L. J. Q. B. 349. Contracts with tradesmen not under seal to put up certain water-closets in connection with workhouse; guardians liable. (x) (1866), L. R. 1 Q. B. 620; 35 L. J. Q. B. 176. Defendants held liable for price of coals supplied by plaintiff under contract not under seal. (y) Paine v. The Strand Union (1846), 8 Q. B. 326; 15 I.. J. M. C. 89; 10 Jur. 308. (2) The other chief cases on the subject are these: Sanders v. St. Neots Union (1846), 8 Q. B. 810; 15 L. J. M. C. 104. (Action lies for iron gates supplied to defendants and accepted, though contract not under seal.) Lamprell v. Billericay Union (1849), 3 Ex. 283; 18 L. J. Ex. 282. (Action for extra work by a builder; defendants not liable, the order not being under seal.) Smart v. The West Ham Union (1855 and 1856), 24 L. J. Ex. 201; 11 Ex. 867. (Guardians appointed plaintiff collector of poor rates, not under seal, to be paid by a certain poundage; action for un- Dyte lay.) Some of the reasons given, e.g., the reasons given by Martin, B., seem not sustainable. Austin V. Bethnal Green Union (1874), L. R. 9 C. P. 91; 43 L. J. C. P. 100; 29 L. T. 807; 22 W. R. 406. (Appointment of a clerk to workhouse; no action lay, because appointment not under seal.) |