money  in  payment ;    and  the  assignees  of  such  bonds  will  '. — -


stand  in  place  of  the  creditors  in  respect  of  the  amount  of
debt  discharged  (t).  But  so  far  as  such  bonds  or  debentures
or  any  other  seciirities  of  a  like  kind  are  not  supported  by
bond  fide  debts  legitimately  incurred,  they  are  not  valid  in
law  or  equity  unless  issued  in  exercise  of  legal  borrowing
power  [u).
A  corporation  or  company  constituted  for  commercial  or  Bills  of
trading  purposes  may  have,  as  a  necessary  incident  of  such
purposes,  the  implied  power  of  drawing  and  accepting  bills
of  exchange  and  promissory  notes  in  the  ordinary  form ;  as
the  Bank  of  England  and  the  East  India  Company  [x).
But  no  such  power  is  incident  to  an  ordinary  railway  com-
pany (y)  ;  or  to  a  waterworks  company  (z)  ;  or  to  a  cemetery
company  (a).
By  a  general  rule  of  common  law  a  corporation  can  bind  General
itseli  to  a  contract  only  by  a  deed  or  writing  under   the  quiring  the
common  seal  (6).     The  affixing  of  the  maX  prima  facie  imports  ^e^"''
the  formal  act  of  delivery  which  is  required  in  the  execution
of  a  deed  by  a  natural  person ;  but  the  seal  may  be  affixed
conditionally  in  a  manner  analogous  to  the  delivery  of  a  deed
as   an   escrow (c). — The    Companies   Seals   Act,   1864,  s.   1,
enables  any  company  under  the  Companies  Act,  1862,  trans-
acting business  abroad,  to  have  an  official  seal  for  use  in  any

it)  Se  Cork  ^  Toughal  Ry.,  L.  R.  and  see  7  &  8  Viot.  o.  19.
