Finlay v The Bristol and Exeter Railway Company
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1853 |
| Date | 01 January 1853 |
| Court | Exchequer |
English Reports Citation: 155 E.R. 1008
IN THE COURTS OF EXCHEQUER AND EXCHEQUER CHAMBER
S. C. 7 Railw Cas 449, 21 L J Ex 117
FmtAY the bristol and exeter eailway company 1852 -An incorporated Railway Company agreed by paiol to take certain premises for a yeai They occupied, and at the end of the yeai continued to occupy foi another year, at the expiration of which period they removed their goods, without any previous notice to quit, but paid rent up to the end of the following quarter -Held, that they were not liable in an action for use and occupation for the remaining three quarters of a year, since they did not occupy during that penod, and that no tenancy could be inferred from the payment of rent, inasmuch as they could riot contract except under seal [S C 7 Railw Gas 449, 21 L J Ex 117] Assurapsit for use and occupation Plea, non-assumpsit, and issue thereon At the trial, before Platt, B, at the Middlesex Sittings in last Michaelmas Term, it appeared that the action was brought to recover thiee quarters of a year's tent for certain rooms and offices of the plaintiff in Duke-stieet, Westminstei, from the 16th of IVlarch to the 16th of December, 1849, under the following circumstances Irr the year 1846, the solicitors of the defendants, an incorporated Company, were in the occupation of certain rooms on the ground floor of the plaintiff's house , but finding thatj the [410]1 rooms were insufficient for the purposes of carrying on the business of t|ie Company, they entered into negotiations with the plamtrff on the subject of takiig the rooms on the second floor also , and accordingly, on the 5th of December, 184(|, one of tHe firm wrote the following lettei to the plamtift on the subject -" I am tjuthonsed by the directois of the Bristol and Exoter .Railway Company to take (a) See Knotts v Curtis, 5 Car & P 322, 2 Tyr 449, n , Whitivoilh v Mnden. 2 Car &K 517 (? ) Parke, B, Alderson, B, and Martin, B 7 £X 411 FINLAY V. THE BRISTOL AND EXETER RAILWAY CO 1009 the flooi above that we lent of you at the price and for the time named by you namely, IDOL , tune, one yeai fiom the 16th instant, and you will theiefoie please to consider the rooms outs accordingly" The plamtift having acceded to this proposal, the dnectors of the Company furnished the looms, and occupied them from that time to the 16th of December, 1848, when they lemoved all then furniture and efiects, and left the keys in the doors They paid the tent up to the Kith of March, 1849 On the part of the plaintiffs it was contended, that the defendants were tenants fdom year to year, and that, as they had not given any notice to quit, they weie liable for the rent sought to he teeovered in this action On the pait of the defendants it was contended, that, as they had not occupied the piemises during the time m question, they were not liable in assumpsit Ttiggle, v London aiid Blackwall Railway (lompani/ (ft Exoh 442) The 145th section of the Company's Act, 6 Will 4, c cxxvi enacts (inter alia), that the directors for the time being of the Company shall superintend all the affaas theieof, and have powei to use the common seal of the Company The 147th section enacts, "that all contiacts and agreements in writing relating to the aflfans of the Company, which shall be signed by any thiee of the directors of the Company, shall be binding on the Company and all othei parties thereto" &c A veidict was entered foi the plaintiff foi the amount claimed, with leave to the defendants to move to set that verdict aside, and to entei a nonsuit ( 411] In Michaelmas Term last, Kinglake, Serjt, obtained a rule nisi accordingly n the present Sittings (Feb II & 12), Warren and Milward shewed cause As a general rule, a corporation cannot bind itself, except eitbei by deed or by such a contract as is made in compliance with the cequisites of some statute, by which contiacts entei eel into with the coiporation aie binding upon it To this rule, howevei, there aie exceptions Fust, a corporation may he bound by a contract, the hiibject-mattei of which is of fiequent occurtence, and is of an insignificant chaiacter The occupation of looms by a Company is of that description [Alderson, B To bung the case within that exception, it must be shewn that the dispensing with the seal of the corporation is a mattei of convenience, amounting almost to necessity That principle was expounded in (Jhuich v Imperial Gas Light Company (6 A & E 846), and was acted upon in Mayoi of Ludlow \ Chailton (6 M & W 815), Lampidl v (riiaidmnt, of the Bittencay Union (3 Exch 283), and Diggle v The London and Blackwall Hallway Company (5 Exch 442) It cannot be contended that the...
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Opseth v. Getz et al., (2004) 249 Sask.R. 151 (CA)
...of fact to be decided on the circumstances of the case. Finlay v. Bristol & Exeter R. Co. (1852), 7 Exch. 409, at pp. 417 and 420, 155 E.R. 1008. See also 20 Hals. (2nd Ed.), p. 128. "The presumption of tenancy from year to year does not, in my opinion, necessarily become effective unde......