Beverley against The Lincoln Gas Light and Coke Company
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1837 |
| Date | 01 January 1837 |
| Court | Court of the King's Bench |
English Reports Citation: 112 E.R. 318
IN THE COURT OF KING'S BENCH
S. C. 2 N. & P. 283; W. W. & D. 519; 7 L. J. Q. B. 113. Discussed, Church v. Imperial Gas Light and Coke Company, 1838, 6 Ad. & E. 858. Approved, Ludlow Corporation v. Charlton, 1840, 6 Mee. & W. 821. Explained and distinguished, Diggle v. London and Blackwall Railway, 1850, 6 Railw. Cas. 599. Commented on, Finlay v. Bristol and Exeter Railway, 1852, 7 Railw. Cas. 455. Distinguished, Iley v. Frankenstein, 1844, 8 Scott, N. R. 841. See Moss v. Sweet, 1851, 16 Q. B. 493. Referred to, Ecclesiastical Commissioners v. Merral, 1869. L. R. 4 Ex. 168.
[829] cases argued and determined in the court of king's bench, and upon writs of error from that court to the exchequer chamber, in trinity term, in the seventh year of the reign of william IV. The Judges who usually sat in Bane in this term were, Lord Denman C.J., Littledale J., Patteson J., Williams J. beverley against the lincoln gas light and coke company. 1837. A corporation aggregate may be sued in indebitatus assumpsit for goods sold and delivered, though the contract be not under seal. The contract may be implied or express, as in cases of assumpsit against an individual. The implication may arise from the object of the incorporation, as compared with the subject-matter of the contract. As in assumpsit against an incorporated gas company for the price of gas meters sold and delivered to the amount of 151. In the case of corporations aggregate, as in that of individuals, if goods be taken on the terms of their being returned if not approved of, and they be retained an unreasonable time, the party so taking and retaining may be sued for goods sold and delivered. [S. C. 2 N. & P. '283 ; W. W. & D. 519; 7 L. J. Q. B. 113. Discussed, Church v. Imperial Gas Light and Coke Company, 1838, 6 Ad. & E. 858. Approved, Ludlow Corporation v. Charlton, 1840, 6 Mee. & W. 821. Explained and distinguished, Diggle v. London and Black-wall Railway, 1850, 6 Railw. Gas. 599. Commented on, Finlay v. Bristol and Exeter Railway, 1852, 7 Railw. Gas. 455. Distinguished, Iley v. Frankenstein, 1844, 8 Scott, N. R. 841. See Moss v. Sweet, 1851, 16 Q. B. 493. Referred to, Eccksiastical Commissioners v. Merral, 1869, L. R. 4 Ex. 168.] Assurapsit for goods sold and delivered, and on an account stated. Plea, non assumpsit. Issue thereon. [830] On the trial before the assessor for the Sheriff of Yorkshire, December 8th, 1836, it appeared that the defendants were a corporation (a)2, and that one of the committee of the company, named Winter, ordered of the plaintiff six gas meters, in September 1832, for the company : that these were delivered, and that the clerk of the company, in November 1832, acknowledged the delivery : that one of the meters was used by the company in January; that, on 23d April, the company sent a notice that they would be returned ; and that they actually were sent back on 30th May (a)1 The contract in the declaration was, " Yielding and paying, therefore, unto the plaintiff, or his heirs or assigns, the rent or sum of 2001.;" and, afterwards, " And the defendant agreed to pay the rent or sum of 2001. in manner," &c. The breach was, that the defendant would not, on 12th October 1833, pay to the plaintiff "the said sum of 1001.;" and the like as to the other 1001.; and that "the said sum of 2001. still remains wholly due and unpaid." (b) See Co. Lit. 231 a.; and the arguments in Burnett v. Lynch, 5 B. & C. 589. (of Incorporated by stat. 9 G. 4, c. xxiv. local and personal, public. 6 AD. & E. 831. BEVERLEY V. LINCOLN GAS LIGHT AND COKE CO. 319 1833 ; but that the plaintiff would not so receive them. It appeared also that the terms on which the company originally received them were that they might be returned if, on trial, they were not approved of. It was objected for the defendants that this evidence did not support the declaration; that a corporation aggregate was not liable in such an action, and that the contract should have been under their seal. The assessor refused to nonsuit, but reserved leave to move; and he directed the jury to find for the defendants, if they thought the articles had been returned in a reasonable time; if not, for the plaintiff. The jury found for the plaintiff. In Hilary term, 1837, Peacock obtained a rule nisi for a nonsuit. In the same term (b), Alexander shewed cause. The first objection is, that this was a conditional contract, and therefore that the declaration upon a sale and delivery is not supported. But a contract, though oondition in its origin, may, if the condition is afterwards performed, be declared upon [831] simply as an absolute contract. Baitey v. Gouldsmitlt (Peake, N. P. C. 56), is, in this respect, not distinguishable. The principle of that case was expressly upheld in Bianchi v. Nash (1 M. & W. 545. Tyr. & Gr. 916); and Brooke v. White (1 N. E. 330), Swancott v. Westgarth (4 East, 75), and Harrison v. Allen (2 Bing. 4), are to the same affect. The second objection is, that assumpsit for goods sold and delivered cannot be maintained against a corporation aggregate. It must be admitted that no definite rule has been laid down as to the extent to which corporations aggregate can bind themselves without seal. In The Dean and Chapter of Rochester \. Pierce (1 Campb. 466), it was held that debt would lie for use and occupation by a corporation aggregate, without any demise under seal. In The Mayor of Stafford v. Till (4 Bing. 75), it was decided that a corporation aggregate, may maintain assumpsit for use and occupation when their land has been occupied. So in The Mayor and Ewrgesses of Carmarthen v. Lewis (6 C. & P. 608), it was held that a corporation aggregate might maintain assumpsit for use and occupation for standings, market places, sheds, and tolls, on an agreement not under seal. In The East London Waterworks Company v. Bailey (4 Bing. 283), where the directors of an incorporated company were authorised by Act of Parliament to " make contracts, agreements, and bargains with the workmen, agents, undertakers, and other persons employed or concerned in making, completing, or continuing the works belonging to the said undertaking," it was held that the company could not recover in assumpsit for the non-delivery of certain pipes, which the defendants, by contract not under seal, had agreed to deliver : but Best C.J., in his judgment, [832] admitted that there was an exception to the general principle in the case," where the acts done are of daily necessity to the corporation," referring to Bro. Abr. Corporations and Capacities, pi. 56, and Horn v. Ivy (1 Ventr. 47). It cannot be disputed that the contract here is of that description...
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