In  the  registered  deed  of  settlement  of
a  joint-stock  company  the  directors  were
authorized  to  borrow  on  bonds  such  sums
as  should  from  time  to  time  be  authorized
by  a  general  resolution  of  the  company.
A  bond,  sealed  with  the  common  seal,  was
given  by  tlie  directors  to  a  banker,  with-
out a  resolution  of  the  company  authoriz-
ing it,.  It  was  adjudged  that,  under  the
cinMinistanees,  the  obligee  had  a  right  to
presume  that  there  had  been  a  resolution
at  a  getif-ral  meeting,  as  the  deed  of  .settle-
ment prescribt!(l.  (Jhief  Justice  Jervis,  in
delivering  the  o]>inion  of  the  Court  of
Exchequer  Chamber,  said  :  "  The  i)aity
here,  on  ffading  the  deed  of  .settlement,
wouhl  fiml,  not  a  prohibition  from  borrow-
ing, but  a  jjcrmission  to  ilo  so  on  certain
conditions.  Fiinling  the  authority  might
be    made   complete    by    a   resolutidn,    ho


would  have  the  right  to  infer  the  fact  of  a
resolution,  authorizing  that  which  on  the
face  of  the  document  appeared  to  be
legitimately  done."  Royal  British  Bank
V.  Turquand,  6  El.  &  Bl.  327.
