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TEE CAPE SABLE COMPANY'S CASE. 611
was also under the consideration of the Court of Appeals 0f this
state in the case of Kennedy v. The Baltimore Insurance Com-
pany, (d) With the conclusion drawn by the Supreme Court of
the United States, in delivering their opinion of the extent to
which corporate bodies are bound by contracts not under the cor-
porate seal, I concur, as well as with the position taken by the
Court of Appeals of this state.
In the first case, after reviewing the authorities the conclusion
the court arrives at is, 'it would seem to be a sound rule of law,
that, whenever a corporation is acting within the scope of the
legitimate purposes of its institution, all parol contracts, made by
its authorized agents, are express promises of the corporation;
and all duties imposed on them by law, and all benefits conferred
at their request raise implied promises, for the enforcement of
which an action may well lie. ' In the opinion of the Court of
Appeals it is laid down; 'the position is not to be controverted
that, generally, a corporate body cannot act, but by its seal; but
this position cannot be extended so far as to prevent their liability
from the nature of the institution; or for acts done necessarily and
incidentally arising from an authority delegated by such body to
their agent legally appointed. '
In the case before the Supreme Court of the United States, the
plaintiff's claim arose for work done on the banking-house itself,
in virtue of an engagement made by the plaintiff with an acknow-
ledged duly authorized committee of the corporation. The work
done was necessary for carrying on the affairs of the body politic;
and the work having been done, the demand of the plaintiff against
the Bank, thus founded, was sustained. The cause before the
Supreme Court of Maryland, was to recover money received by the
agent of the corporation, in the ordinary and usual course of Ms
agency; which money was adjudged to be due to the plaintiff.
The agent was duly authorized, and acting in the ordinary course
of his business. How different are these causes from the one now
under consideration!
At the time when the judgment in this case was entered the bill
alleges, that the manufactories were carried on by the company
yielding such great profits, that the debt of Robert and John Oliver,
supposing it to be really due, must have been satisfied before the
time would hare arrived for rendering judgment in the regular
(a) 3 H. & J. 367.
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