it can be shown that the latter has expressly agreed to look to some other source for payment, or not to hold them personally responsible. (a)

An Act of Parliament was passed for making a river navigable, and certain commissioners were empowered to raise and borrow money upon the tolls of the navigation. Subscriptions were made and the work was begun, and the plaintiff was employed by the commissioners to make cuts in different parts of the river. The plaintiff at different times received money on account, but the commissioners having at length exhausted their funds, and being unable to raise any more money upon the credit of the expected tolls, neglected to pay the plaintiff the residue of his bill, where upon the latter brought an action against them to recover the amount remaining due to him. For the commissioners it was contended that the work was a publick work, not carried on for their own benefit and advan tage, and that it was not intended by the Act of Parliament that they should be personally responsible in respect of things done and orders given by them in carrying the act into effect, but the court held that as there was no fund to which the plaintiff could resort for payment, the work must be taken to have been done upon the personal credit and security of the commissioners; that the plaintiff could not be considered to have given credit to the success of the undertaking, and have rested his expectation of payment upon the contingency of the realisation by the commissioners of subscriptions and tolls, that he must naturally have looked to some one for payment, and, as the commissioners had given the orders, and no one else was responsible, they were themselves personally liable. (b) As trustees and commissioners in these cases "must know whether there are funds to answer the purpose, they, when they contract with others who do not know, act as if representing that they have a fund applicable to the object, and are then personally bound to provide funds to pay the contractors.” (c)

If an act of Parliament empowers trustees or commissioners to impose tolls or make rates and assessments to create a trust fund for the payment of expenses, and authorises money to be borrowed on the security of the tolls and rates, and provides the mode of doing it, and enacts that the trustees or commissioners shall not be personally responsible in respect of money borrowed by them pursuant to the act, and the trustees or commissioners neglect to follow the prescribed mode, and fail consequently to charge the fund with the repayment of the money borrowed, they are themselves personally responsible and cannot protect themselves by the clause of in

(a) Hoskins v. Slayton, Cas. temp. Hardwicke 376.

Cole v. Green, 7 Sc. N. R. 682. 6 M. & Gr. 872 s. c.

(b) Horsley v. Bell, Amb. 770. 1 Br. C. C.

101 n.

(e) Higgins v. Livingston, 4 Dow. 342, per Ld.

Eldon.

MANAGING COMMITTEES OF CLUBS AND CHARITABLE INSTITUTIONS. 385

demnity, which applies only to money raised in the authorized mode and charged upon the fund.

The trustees or commissioners of a turnpike road were empowered by act of parliament, to borrow money, at interest, on the credit of the tolls arising on such road, and to mortgage the tolls and toll houses as a security for such advances. After a large sum of money had been borrowed on mortgage, the trustees became desirous of obtaining a temporary loan from their banker and treasurer, and their chairman signed a minute of a resolution requesting him to make a temporary advance of £1,000 at £5 per cent. The banker thereupon permitted the trustees to draw upon him to the required amount, and the money not being repaid, he brought an action against the chairman for its recovery, and it was held that as the money had not been secured by a mortgage of the tolls and toll houses, and the funds of the trustees were not in any way charged with its re-payment, it must be taken to have been advanced upon the personal security of the defendant, and that he was therefore personally responsible for its repayment. (d)

MANAGING COMMITTEES of CLUBS and ELEEMOSYNARY INSTITUTIONS are likewise personally responsible for the payment of tradesmen who have supplied goods, and to servants who have performed work and rendered services for the benefit of the club, or for the advancement of the common objects of the institution, by the order of the committee, as the credit is deemed to have been given to the committee, and not to the subscribers at large, who are a constantly fluctuating body, unknown individually to the persons executing such orders. (e)

Subscribers who pay an entrance fee on admission to a club, and an annual subscription afterwards, for the purpose of forming a fund for defraying the expenses of the establishment, and who appoint a committee to administer such fund, are not themselves responsible upon the contracts and engagements, or for the debts and liabilities of such committee, (ƒ) unless it can be shown that they individually concurred in, or assented to the orders given, knowing at the time that the funds in hand were insufficient to satisfy the expenses. As the members of the committee, therefore, in these cases, do not bind the subscribers at large, by their contracts, and give to the persons whom they have employed, a tangible third party to proceed against, they are themselves the only persons who can be sued, and are in fact principals in the transaction.

In an action brought by a baker to recover payment for a quantity of

(d) Parrott v. Eyre, 3 M. & Sc., 857. 10 Bing, 283, s. c.

(e) Cullen v. Duke of Queensbury, 1 Br. P. C.

404; 1 Br. C. C. 101.

(f) Flemyng v. Hector, 2 M. & W. 172.

bread furnished, from time to time, to a hospital, it appeared that the hospital was an eleemosynary institution, which had been set on foot and was supported by charitable contributions; that the management of it was vested in a committee appointed by the subscribers at large, which committee met once a month to regulate their expenditure, audit the accounts, and give directions for the future supplies: that the defendant was a member of the committee, attended the meetings, and sometimes presided at them, and it was held that he was responsible, together with the other members of the committee, for the payment of the bread furnished to the institution by the plaintiff. (g)

If the managing committee of a club, or eleemosynary, or literary institution, or any other association of persons allow the steward or secretary or any one of the members of the committee to discharge the functions of the whole of the body-to order supplies of goods, or hire workmen and servants for the use of the institution, they make him their general agent, and clothe him with an implied authority to pledge their credit for the payment of the things ordered, and of the people employed by him within the limits of the ordinary course of dealing, unless they have beforehand furnished him with sufficient funds for the purpose, and never permitted him to deal on credit. "They would not be held liable if he were to purchase a horse or a carriage, or such like;" but they would be considered to have given him an implied authority to order all such things as were customary and usual for the purposes of the association. (h)

All committee-men have the means of being acquainted with the resources of the institution they are appointed to manage, and have the power of limiting its engagements, and of checking the expenditure or withdrawing themselves from the management, and giving notice thereof to the persons who have been in the habit of executing the orders of the steward or secretary, or other agent of the committee; and if they do neither the one nor the other they are responsible for the debts and engagements that may be incurred, although they are themselves mere subscribers to a public charity, rendering gratuitous services, and have no personal interest in the subject matter of the contract.

Thus where a hospital had originally been under the management of the founder, who had regularly paid for the meat, bread, and provisions ordered for the use of the sick patients, by the servants of the hospital, and afterwards a committee of management was formed, and the servants continued to order supplies of goods from tradesmen as before, it was held that

(g) Burls v. Smith, 7 Bing. 705; 5 M. & P.

(h) Bartlett v. Lambert, 10 Jur. 416.

all the members of the committee who had entered upon their duties, and undertaken the management of the affairs of the institution, were responsible for the payment of the goods furnished by tradesmen subsequent to their acceptance of office. "You are to look," observed Tindal, C. J., in his charge to the jury, "and see who were the masters of these persons, (the servants giving the orders,) for if there are persons who manage institutions of this description, they make themselves liable for the orders given by their servants. The question, therefore, is, whether the committee did so conduct and hold themselves out as the managers and employers of the persons who gave the orders, as that any tradesman at the time, knowing this, might reasonably conclude that he was supplying his goods on their credit."(i)

So if goods have been furnished by the orders of one only of the members of the committee of management, it is a question for the jury to determine whether the goods were furnished upon the personal and individual credit of the party actually ordering them, or on the credit of the persons managing the institution.(k) The general rule is, that every member of the committee who is cognizant of orders given by any one of his colleagues individually, or by a steward, secretary, or servant of the institutution, and does not interfere or prohibit the execution of such order, or withdraw from the management, is deemed to have assented to what has been done, and will be responsible accordingly.(7) If orders have been given at a meeting of the committee by a majority against the wishes of the minority, the parties in the minority will not be responsible if they proclaim their dissent and retire from the direction of affairs; but if they continue to belong to the committee of management, and continue to act as directors, they will be deemed to have assented to the proceedings of the majority, or to have consented to be bound thereby.

Parishes, Parish Officers, and Vestrymen.-Agreements entered into by the churchwardens and parishioners, will, under certain circumstances, be binding upon the parish in equity. Thus where the plaintiff's house being so near the church that the five o'clock bell rung in the morning disturbed her, and it was agreed between her and the churchwardens and parishioners in vestry assembled, that a cupola and clock should be erected by her on the church, and that, in consideration of this being done, the five o'clock bell should not be again rung during her life, and the cupola and clock were accordingly erected, and the bell was silenced for two years, after

(i) Tindal, C. J. Glenester v. Hunter, 5 C. & P. 65.

(k) Todd v. Emly, 7 M. & W. 427; 8 M. &

W. 505; Post ch. 30. (Joint and several liabilities.)

(1) Delauney v. Strickland, 2 Stark. 416.

which time it was rung again, the Court of Chancery held that the agreement was binding upon the parish, and decreed an injunction against the ringing of the bell. (m) But as churchwardens, overseers of the poor, and parish officers have no power of contracting so as to give any right of action against the parish, they are themselves personally responsible upon all contracts entered into by them in the exercise of the duties of their office. They have the means, if they choose to employ them, of obtaining funds from the parishioners to defray all necessary expenses, and it is their own fault if they incur liability without having the means at hand of indemnifying themselves. (n)

Thus, where five parish officers were appointed for the management of the affairs of a parish for the current year-viz., two churchwardens, two overseers, and one vestry clerk and assistant overseer, the terms of whose appointment did not appear, and at their meetings for the relief of the poor orders were given upon a shopkeeper for goods, and sometimes for money to pay their monthly allowances, which orders the shopkeeper complied with. Three only of the officers ever signed such orders; the assistant overseer being one, and signing sometimes by his own name only, and sometimes as clerk or overseer. All of them used to attend the board, but not at the same time, and when called upon there to pay the shopkeeper for his goods and advances, had promised to do so; and it was held that they were all responsible for the payment of the price of the goods, and the repayment of the advances ordered at such meetings, and might be sued for the amount after the expiration of their current year of office, as well as before it had elapsed. (0)

By a local act for the government of the poor of the parish of N., power was given to the churchwardens, and overseers, and guardians, and directors, or any five or more of them, to contract for the supply of the poor of the parish with provisions, and the money collected by poor rates, was directed to be paid into the hands of a treasurer, appointed under the provisions of the act, who was to apply the money under the orders of the governors and directors, or any five or more of them. The plaintiff, a baker, received orders from time to time, from the "governors and directors," to send in supplies of bread to the workhouse for the use of the poor. All the governors and directors, churchwardens and overseers had, at one time or another, concurred in aud assented to the orders so given, and it was held

(m) Martin v. Nutkin, 2 P.Wms. 266.

(n) Kirby v. Banister, 5 B. & Ad. 1069. 3N. & M. 119, s. c.

(o) Kirby v. Banister, 5 B. & Ad. 1069. 3 N.

& M. 119, s. c. Holt, C. J. Anon. 12 Mod. 559. Brook v. Guest, cited 3 Bing, 481. Burton ▼ Griffiths, 11 M. & W. 817. Uthwatt v. Elkins, 13 M. & W. 772.