Hill against The Manchester and Salford Water Works Company
| Jurisdiction | England & Wales |
| Judgment Date | 25 November 1833 |
| Date | 25 November 1833 |
| Court | Court of the King's Bench |
English Reports Citation: 110 E.R. 1011
IN THE COURT OF KING'S BENCH
S. C. 2 N. & M. 573; 2 L. J. K. B. 19.
[866] hill against the manchester and salford water works company (). Monday, Nov. 25th, 1833. In an action against a corporation on a bond, the condition of which recited, that the company were, by Act of Parliament, authorised to raise money by bond, and that at a general assembly of the company of proprietors, it had been resolved that the bond in question should be issued for that purpose, the defendants pleaded non est factum: Held, that although the company could not, under that plea, shew that the bond executed by them was invalidated by collateral matter, they might shew that it was void because executed contrary to the provisions of the Act of Parliament: Held, secondly, that a clause in the Act of Parliament, whereby the company were authorised, at any general or special general assembly, to order and dispose of the custody of their common seal, and the use and application thereof, empowered them to make rules and regulations for its custody, but did not require their concurrence in each particular act of sealing ; and that a bond to which the seal had been affixed by the company's clerk, under a general authority from the directors, was valid. By another clause it was enacted, that the clerk should, in a book provided by the company, keep an account of all acts, proceedings, and transactions of the company, and that every proprietor should have liberty to inspect the same, and take copies of the entries: Held, that entries of the proceedings in the book so kept by the clerk were not admissible in evidence on behalf of the company, against one of their own members suing them. [S. C. 2 N. & M. 573; 2 L. J. K. B. 19.] Debt on two bonds dated 31st August 1813, and 21st December 1814, each in the penal sum of 2001. Pleas, after craving oyer of the bonds and conditions, that neither bond was the deed of the company. Each bond contained a recital that the company were by 53 G. 3, c. xx. authorized to raise (in addition to monies already raised by them under the 49 G. 3, e. cxcii. by which the company was incorporated) any sum not exceeding 100,0001. by mortgage, annuities, bonds, or promissory notes under the seal of the company ; and that at a general assembly of the company of proprietors, held on the 13th of May 1813, it was resolved that, for the purpose of raising money as authorized by Act of Parliament, the company should issue bonds of 1001. each, bearing an interest of 5 per cent.; and it was further recited that the plaintiff had advanced to the company of proprietors the sum of 1001.; and the condition was declared to be for the payment of 1001. and interest. At the trial before Denman C.J., at the London sittings after Hilary term, [867] 1833, the plaintiff produced the bonds, and proved that they had the common seal of the company affixed to them, that the seal had been so affixed by Cole, a clerk of H. Wright the chief clerk, Cole being authorized by the chief clerk and by the directors to affix the common seal to bonds, when directed so to do by the actuary of the company; and that the bonds in question were executed in pursuance of orders from the actuary, in consideration of the plaintiffs having given up certain acceptances of the company held by him. (6) Denman C.J., Parke, Taunton, and Patteson Js. (a) See Hill v. The Manchester and Salford Water Works Company, 2 B. & Ad. 544. 1012 HILL V. MANCHESTER AND SALFORD WATER WORKS CO. 5 B. & AD. 867. The plaintiff further put in a deed, dated the 17th of April 1815, under the common seal of the company, whereby they assigned their property to trustees for the benefit of their creditors, and in a schedule thereto the plaintiff was described as a holder of the bonds in question. The defence was that the bonds were void, because they were not executed pursuant to the provisions of the 49 G. 3, c. cxcii.(a), whereby the (a) Sect. 7 authorises the company of proprietors to raise money by mortgage or assignment of the property of the company, under their common seal. Sect. 15 directs, that all future general assemblies shall be held upon the first Thursday in the months of January and July in every year, at such place as the company shall direct, and that twenty days' notice of such meeting shall be given by advertisement in a Manchester or London newspaper. Sect. 16 authorises the company of proprietors, at -their first...
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