they cannot appoint a solicitor, or conclude any other contract of a special and unusual character, without employing the corporate seal (a).

Local Boards and Urban Authorities.

The 38 & 39 Vict. c. 55, s. 174, enacts that with respect to contracts made by an urban authority under this Act, the following regulations should be observed, viz. :-" (1.) Every contract made by an urban authority whereof the value or amount exceeds £50 shall be in writing and sealed with the common seal of such authority: (2.) Every such contract shall specify the work materials matters or things to be furnished had or done, the price to be paid, and the time or times within which the contract is to be performed, and shall specify some pecuniary penalty to be paid, in case the terms of the contract are not duly performed: (3.) Before contracting for the execution of any works under the provisions of this Act, an urban authority shall obtain from their surveyor an estimate in writing," &c., as to the probable expenses and annual repairs: (4.) "Before any con

(a) Mayor of Ludlow v. Charlton (1840), 6 M. & W. 815; Arnold v. Mayor of Poole (1842), 4 M. & G. 860. (An attorney could not succeed in an action for work and labour in opposing certain bills in parliament in pursuance of instructions from mayor and members of town council, the contract not being under seal.) But see Favicll v. E. C. R. Co. (1848), 2 Ex. 344; 17 L. J. Ex. 223; R. v. Mayor of Stamford (1844), 6 Q. B. 433. (Resolution to increase town clerk's salary in lieu of compensation; such a contract must be under seal.) R. v. Lichfield (1843), 4 Q. B. 893. resolution of the town council sufficient authority to warraut payment of costs to attorney.) Smith v. Cartwright (1851), 6 Ex. 927; 20 L. J. Ex. 401. (Plaintiff sued as coal meter of King's Lynn. His appointment not under

(A

seal, but evidence of it by entry in books of the corporation; held that, not being a servant but an officer of the corporation, he could not be appointed without deed.) See, however, Thames Haven Co. v. Hall (1843), 5 M. & G. 274, and R. v. Justices of Cumberland (1847), 17 L. J. Q. B. 102; Mayor of Kidderminster v. Hardwick (1873), L. R. 9 Ex. 13. (Contract by plaintiffs letting certain tolls, not under seal; not binding on defendant, the highest bidder.) Clemenshaw v. Corporation of Dublin (1875), 10 Irish C. L. 1. (Defendants employed plaintiff to promote a bill in parliament to enable defendants to purchase gas work and become vendors of gas; contract not under seal; not binding.) This last case mainly turned on a question of ultra vires.

tract of the value or amount of £100 or upwards is entered into by an urban authority ten days' public notice at the least shall be given, expressing the nature and purpose thereof and inviting tenders for the execution of the same; and such authority shall require and take sufficient security for the due performance of the same: (5.) Every contract entered into by an urban authority in conformity with the provisions of this section, and duly executed by the other parties thereto, shall be binding on the authority by whom the same is executed, and their successors and on all other parties thereto and their executors administrators successors or assigns to all intents and purposes," &c.

So much of this section as relates to sealing is not directory only; it is imperative. Hence, when a local board-an urban authority under the Public Health Act of 1848 and the Public Health Act of 1875-verbally directed their surveyor to employ the plaintiff, an architect, to prepare plans for new offices, it was held by the Court of Appeal, that the contract could not be enforced, owing to noncompliance with the statutory requirements; although the jury found that the local board had authorised their surveyor to procure the plans, and ratified his acts, that the new offices were necessary for the purposes of the defendants, and that the plaintiff's plans were necessary for the erection of the buildings (b).

Contracts by Companies under the Acts of 1862 and 1867.

The 37th section of the latter Act runs thus: "Contracts on behalf of any company under the principal Act may be made as follows: (that is to say); (1.) Any contract which if made between private persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing

(b) Hunt v. Wimbledon Local Board (1878), L. R. 4 C. P. D. 48 ;

Young v. Corporation of Leamington (1882), 8 Q. B. D. 579.

under the common seal of the company, and such contract may be in the same manner varied or discharged. (2.) Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged. (3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company, and such contract may in the same way be varied or discharged. And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company, and their successors, and all other parties thereto, their heirs, executors, or administrators, as the case may be."

Companies under the Companies Clauses Act.

The 8 & 9 Vict., c. 16, s. 97, enacts as follows:-" With respect to any contract which, if made between private persons, would be by law required to be in writing, and under seal, such committee (see section 95) or the directors, may make such contract on behalf of the company in writing, and under the common seal of the company, and in the same manner may vary or discharge the same: With respect to any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, then such committee or the directors may make such contract on behalf of the company in writing, signed by such committee, or any two of them, or any two of the directors, and in the same manner may vary or discharge the same: With respect

to any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, such committee or the directors may make such contract on behalf of the company by parol only, without writing, and in the same manner may vary or discharge the same" (c).

(c) See Bill v. Darenth Valley Railway Co. (1856), 1 H. & N. 305; 26 L. J. Ex. 81, as to secretary

suing for salary which had not been determined at a general meeting in accordance with the 91st section.

CHAPTER XI.

STAMPS.

AGREEMENTS for the hire of labourers, artificers, "manufacturers," menial servants, and sailors coasting from port to port in the United Kingdom do not require to be stamped (a).

Agreements, as a rule, require to be stamped; and no document, letter, or contract, can be admitted in evidence