C. A. 1903

March 13.

[IN THE COURT OF APPEAL.]

LAWFORD v. THE BILLERICAY RURAL DISTRICT
COUNCIL.

Corporation-Contract not under Seal-Executed Consideration-Work done at Request of Corporation-Contract to pay implied from Acceptance of Benefit.

Where the purposes for which a corporation is created render it necessary that work should be done or goods supplied to carry those purposes into effect, and orders are given by the corporation in relation to work to be done or goods to be supplied to carry into effect those purposes, if the work done or goods supplied are accepted by the corporation and the whole consideration for payment is executed, there is a contract to pay implied from the acts of the corporation, and the absence of a contract under the seal of the corporation is no answer to an action brought in respect of the work done or the goods supplied. Clarke v. Cuckfield Union, (1852) 21 L. J. (Q.B.) 349, and Nicholson v. Bradfield Union, (1866) L. R. 1 Q. B. 620, approved.

APPEAL from the judgment of Darling J. at the trial of the action without a jury.

The action was brought to recover from the defendants remuneration for services rendered at their request by the plaintiff as an engineer in preparing a report and plans with regard to a scheme of sewerage contemplated by the defendants, and for other work done in connection therewith.

It appeared that prior to the matters to which the action related the plaintiff had been acting as engineer for the defendants, under an agreement under their common seal, in respect of certain sewerage works carried out by them and known as the Shenfield and Hutton scheme. It having been discovered that the drainage of a portion of the district not included in the original scheme was defective, the consideration of this matter was referred to a committee under s. 56 of the Local Government Act, 1894, and the committee passed a resolution that the plaintiff should be requested to visit Shenfield Common, the place in question, and report as to the work that was necessary and the probable cost. The plaintiff

accordingly visited the place, made a survey, and sent a report
and estimate to the committee. He was then instructed by
the committee to act as engineer in respect of the Shenfield
Common extension work. The services that he would have to
perform as engineer were to prepare plans, specifications, and
other documents, to attend at any local inquiry held by the
Local Government Board, to obtain tenders for the work, and
to superintend it as it was carried out. A correspondence
passed between the clerk to the defendants and the plaintiff
with regard to his remuneration, but there was no agreement
under seal relating to the employment of the plaintiff. With
the exception of the correspondence above referred to, the
plaintiff was in communication throughout with the committee,
but the various resolutions passed from time to time by the
committee with regard to the employment of the plaintiff were
submitted to and approved by the defendants. The plaintiff
carried out the necessary duties arising from his position as
engineer in respect of the Shenfield Common sewerage extension
scheme, including attendance at a Local Government Board
inquiry, at which the scheme was sanctioned, and the taking
out of quantities and the procuring of tenders. None of the
tenders were accepted, and, a difference of opinion having
arisen as to the amount of remuneration to which the plaintiff
was entitled, the defendants declined to pay the amount which
the plaintiff claimed to be due to him upon the terms of the
agreement contained in the correspondence.
The plaintiff
thereupon brought this action, in the course of which it was
not disputed that the plaintiff had received instructions to do
the work, or that work of the nature of that done by him was
essential where sewerage works were in contemplation by a
local authority; but it was contended that, there being no
agreement under the common seal of the defendants, the
plaintiff could not recover in the action. The learned judge
took that view, and gave judgment for the defendants.

The plaintiff appealed.

C. A. Russell, K.C., and Danckwerts, K.C. (Montague Lush, K.C., with them), for the plaintiff. This case falls within the

C. A.

1903

LAWFORD

v.

BILLERICAY

RURAL

COUNCIL.

C. A.

1903 LAWFORD

v.

BILLERICAY

RURAL COUNCIL.

exceptions to the rule that a corporation can only contract under seal. It is not a question here of an executory contract. The work has been done; and the defendants have had the benefit of it; and the work was in respect of matters incidental to the very purpose for which the district council existed, and which became necessary by reason of the current exigencies of their business. The learned judge in the Court below treated the case as if all the work done by the plaintiff had been done in pursuance of one contract. But that view is not in accordance with the facts. Each of the successive orders given from time to time to the plaintiff in respect of the different items of the claim arose out of the previous step taken, and it would be absurd that in each case during the transaction of business of this kind a seal should be required. Take, for instance, the order given by telegram to the plaintiff to attend as a witness on the inquiry before the inspector of the Local Government Board. It is not reasonable to suppose that such an order could only be given under seal. The case falls within the principle laid down in Clarke v. Cuckfield Union (1), Haigh v. North Bierley Union (2), and Nicholson v. Bradfield Union. (3)

Each of the orders given to the plaintiff was given by the committee of the council, to whom sewerage matters were delegated, and was subsequently approved by the council. Under the Local Government Act, 1894, s. 56, sub-s. 1, a district council has power to appoint committees which may consist wholly or in part of members of the council. It is submitted that the general principle which may be deduced from the cases on this subject is that, where acts have been done by persons duly authorized by a corporation in that behalf, from which the law will imply a contract, no contract under seal is necessary to bind the corporation. Where a plaintiff is driven to rely on an express contract, a seal is necessary; but not in a case where the law will infer a contract. Here the committee, who were duly authorized in that behalf, and whose acts were subsequently approved by the council, ordered (1) 21 L. J. (Q.B.) 349. (2) (1858) E. B. & E. 873; 28 L. J. (Q.B.) 62. (3) L. R. 1 Q. B. 620.

the work to be done: the work was done; and the council took the benefit of it. Under such circumstances the law implies a contract to pay for it, and there is no need of an express contract or a seal. The decisions with regard to urban sanitary authorities, such as Hunt v. Wimbledon Local Board (1), have no application, for the Public Health Act, 1875, s. 174, expressly requires every contract made by an urban authority, the amount of which exceeds 50l., to be made under seal. There is no such provision as to rural district councils.

[They also cited Church v. Imperial Gas Light and Coke Co. (2); Ludlow Corporation v. Charlton (3); Arnold v. Poole Corporation (4); Fishmongers' Co. v. Robertson (5); Hall v. Swansea Corporation (6); Paine v. Strand Union (7); Sanders v. St. Neot's Union (8); Lamprell v. Billericay Union (9); Lowe v. London and North Western Railway (10); Smart v. West Ham Union (11); London Dock Co. v. Sinnott (12); Kidderminster Corporation v. Hardwick (13); Young v. Leamington Spa Corporation. (14)]

Macmorran, K.C., and Naldrett, for the defendants. None of the orders for the doing of work by the plaintiff can be regarded as given by the committee. No act of the committee has any validity unless and until the approval of the council has been obtained: see Local Government Act, 1894, s. 56, sub-s. 1. That sub-section expressly states that the committee have no power to make a contract. The contract, therefore, was by the council. It is contained in two letters which as between private parties would constitute a binding contract, but as between the parties to this action required for its validity the seal of the corporate body.

Taking the cases bearing on this matter in order of time,

(1) (1878) 4 C. P. D. 48.

(2) (1838) 6 A. & E. 846; 45 R. R. 638.

(3) (1840) 6 M. & W. 815; 55 R. R. 794.

(4) (1842) 4 Man. & G. 860. (5) (1843) 5 Man. & G. 131.

(6) (1844) 5 Q. B. 526.

(7) (1846) 8 Q. B. 326.
(8) (1846) 8 Q. B. 810.
(9) (1849) 3 Ex. 283.
(10) (1852) 18 Q. B. 632.
(11) (1855) 10 Ex. 867.
(12) (1857) 8 E. & B. 347.
(13) (1873) L. R. 9 Ex. 13.
(14) (1883) 8 App. Cas. 517.

C. A.

1903

LAWFORD

v.

BILLERICAY

RURAL COUNCIL.

C. A.

1903

v.

BILLERICAY
RURAL
COUNCIL.

Church v. Imperial Gas Light and Coke Co. (1) shews that the only exceptions to the general rule that a contract by a LAWFORD Corporate body requires a seal arise where to hold the rule applicable would occasion very great inconvenience, or tend to defeat the very object for which the corporation was created, and the examples given are matters either insignificant or of frequent occurrence. In Ludlow Corporation v. Charlton (2) the Court of Exchequer expressed agreement with that view. Rolfe B., in giving the judgment of the Court, pointed out that the rule was not a technical one, but that it arose from necessity inherent in the very nature of a corporation. In Arnold v. Poole Corporation (3) these cases were followed by the Court of Common Pleas in a considered judgment delivered by Tindal C.J. Hall v. Swansea Corporation (4) does not govern the present case, which is an action on an express contract to do certain work, and not an action to recover money received and improperly withheld by the defendIn Paine v. Strand Union (5) the matter in dispute was not unlike that in the present case, for it arose on a claim for payment for work done in making a survey and plans and attending as a witness, and the contract not being under seal the plaintiff could not recover. Sanders v. St. Neot's Union (6) was a case in which goods were supplied to and accepted for purposes connected with the corporation, and came within the exceptions previously recognised.

ants.

[VAUGHAN WILLIAMS L.J. May there not be an exception in cases where the law implies a promise to pay, as in Doe d. Pennington v. Taniere (7) referred to in Williams' Notes to Saunders, vol. i. p. 617 ?]

That may be true as a general principle, but it does not apply to a contract evidenced by writing to do certain works, and the effect of the want of a seal cannot be got rid of by saying that each item falls within one of the recognised exceptions. The question is not what is the value of the work, but

(1) 6 A. & E. 846; 45 R. R. 638.
(2) 6 M. & W. 815; 55 R. R. 794.
(3) 4 Man. & G. 860.

(7) (1848) 12 Q. B. 998.

(4) 5 Q. B. 526.
(5) 8 Q. B. 326.

(6) 8 Q. B. 810.