1819. BROUGHTON against the date. The defendants demurred generally to the declaration, and the plaintiffs joined in demurrer. The case was argued by Campbell, in support of the demurrer. The defendants are created a corporation by a public act of parliament. The Court must therefore take notice, that this is an action of assumpsit against a corporation as acceptors of a bill of exchange; but the action cannot be maintained, for the alleged acceptance is a nullity. The general rule is, that a corporation cannot contract unless by deed under the corporation seal. It lies upon the plaintiffs to shew, that the acceptance of a bill of exchange is an exception to the general rule, and that all corporations, for whatever purpose created, may be parties to a bill of exchange; but it is quite impossible, for this purpose, to take a distinction between a bill of exchange and a contract for the sale or purchase of goods, or any other simple contract, either by parol or in writing. The stat. 3 & 4 Anne, c. 9. s. 1., speaks of promissory notes made "by any person or persons, body politic or corporate, or by the servant or agent of any corporation;" and it may be admitted, that a corporation may as well be a party to a bill of exchange as to a promissory note. But the statute must be confined to the particular corporations, to whom the power of making promissory notes is expressedly or impliedly given. It might as well be argued, that an idiot or a feme covert may make a promissory note, because the statute mentions promissory notes made "by any person or persons." There are corporations with power to be parties to bills of exchange and promissory notes. The Bank of England and East-India Company are ex amples. amples. These corporations may, no doubt, accept bills of exchange by an agent; and they may, in consequence, be sued in assumpsit, as acceptors of these bills of exchange. In Rex v. Bigg (a), it is taken for granted, that such negotiable instruments may be issued by the Bank of England; and in Edie v. The EastIndia Company (b), no doubt is expressed that an action may be maintained against that corporation, upon bills of exchange which they have accepted. But the Bank of England is a corporation created for the express purpose of banking; for which purpose, it is indispensably necessary that the corporation should be enabled to draw and accept bills; and this power is recognised by a great variety of acts of parliament, viz. the 5 W. & M. c. 29., 6 Anne, c. 22. s. 9., 15 G. 2. c. 13. s. 5., and all the bank acts which have passed since. The 39th section of 5 W. & M. c. 29. makes bills under the seal of the Bank assignable; but this applies only to bonds or single bills, which would not otherwise have been assignable, leaving to the Bank the power of issuing bills of exchange which were assignable at common law. So, the East-India Company was expressly created to trade to the East Indies, and a power of trading is conferred upon the corporation; for which purpose, a power to draw and accept bills is indispensably requisite. This power is likewise recognised and regulated by many acts of parliament, viz. 9 and 10 W. 3. c. 44., 21 G. 3. c. 65. ss. 26, 27., 33 G. 3. c. 52. s. 109., 53 G. 3. c. 155. ss. 57, 58. But the defendants are only a corporation for supplying the towns of Manchester and Salford with water; and as no express power is given to them to (a) 3 P. W. 419. St. 18. B 2 (b) 2 Burr. 1216. 1 Black. 295. draw 1819. BROUGHTON against The MANCHES- 1819. BROUGHTON against draw or accept bills, so no such power can be considered impliedly conferred upon them, as it is entirely foreign to the purpose for which the corporation is established. On the contrary, the act points out a specific mode of Works Comp, raising money for completing the undertaking, by bonds The MANCHES- under the corporation seal. In Stark v. The Highgate Archway Company (a), the Court of Common Pleas intimated a clear opinion, that a corporation cannot be liable on a bill of exchange, unless a power to draw and accept bills of exchange be directly or indirectly vested in them. Another objection to the validity of the bill now sued upon is, that although accepted by a corporation other than the Bank of England, it is payable at less than six months from its date. The issuing of such a bill is forbidden by 6 Anne, c. 22. s. 9.; and the same clause for preserving the monopoly of the Bank of England, is introduced into all the subsequent acts renewing the charter of that corporation. Abraham, contra. A corporation may be parties to a bill of exchange; and 2d, they are liable, în such case, to be sued in assumpsit. The 8 and 9 W. 3. c. 20. s. 28. only enacts, that there shall be no corporation in the nature of a bank, during the continuance of the Bank charter. By the 6 Anne, c. 22. s. 9., the above provision is recited; and in the preamble to that section, it is further recited, that divers corporations and other persons have presumed to borrow money, and do deal as a bank, contrary to the said act; and then it enacts, that no corporation, or more than six persons in partnership, shall borrow, owe, or take up any money, on their bills or notes payable at demand, or at less than (a) 5 Taunt. 794. x months from the borrowing. The 15 G. 2. c. 13. 3. 5. is expressed to be passed in order to prevent any doubts that might arise concerning the privileges and power given by the former acts to the Bank of England, and it confirms the enactment of the statute of Anne. The 21 G. 3. c. 60. s. 12., which was passed also for the purpose of preventing doubts with respect to the privileges of the Bank of England, enacts, that it is the true intent and meaning of that act, that no other bunk shall be allowed or established by parliament; and that it shall not be lawful for any body corporate, or for any other persons in covenants or partnership exceeding six, to borrow, owe, or take up any money on their bills or notes payable at demand, or at any time less than six months from the borrowing thereof. Now, from these acts, it appears that all corporations (except those prohibited by them) might become parties to bills of exchange or promissory notes. The case of Wigan v. Fowler (a) is an authority to shew that the prohibition in those acts extends only to banking companies. An action was there brought against seven defendants, on a note payable at three months. It was objected that the note was void by the bank acts. Lord Ellenborough held at nisi prius, that those acts extended only to bankingc ompanies; and that decision was confirmed afterwards by the Court, on a motion for a new trial. And in Slark v. Highgate Archway Company (b), this act was considered by Gibbs C. J. as merely directory, and therefore as not avoiding the note in the hands of an innocent indorsee. It appears, from the 3 and 4 Anne, c. 9. s. 1., that at common law 1819. BROUGHTON against The MANCHES- (a) 1 Starkie, 459. (b) 5 Taunt. 792. B 3 a cor 1819. BROUGHTON against a corporation might be parties to bills of exchange. Campbell, in reply, observed, that the case of Wigan v. Fowler was easily distinguishable from the present, as the fact that the partnership of the acceptors consisted of more than six persons, did not there appear upon the face of the bill, and was unknown to the plaintiff, whereas this bill, on the face of |