POWERS OF ATTORNEY

273
of that other company’s members or creditors, and
such person may exercise the same powers on be-
half of the corporation which he represents as that
corporation could exercise if it were an individual
shareholder or creditor (s. 116).

If a power of attorney is granted by a person who at the
time is of such unsound mind that he has no knowledge of
what he is doing and only signs his name as a mere mechanical
act, the instrument is void. Thus where a company trans-
ferred shares, acting on a deed of transfer executed under a
power of attorney which was signed by the shareholder while
of unsound mind it was held that the power was void and the
deed of transfer a nullity [Daily Telegraph Newspaper Co., Ltd.
v. M’Laughlin (1904), A.C. 776; see also the decision of the
Privy Council in Molyneux v. Natal Land, &c., Co., Ltd. (1903),
A.C. 555]. The position arising if the principal was sane at
the time of execution, but subsequently becomes insane, will
be dealt with later.

The instrument appointing the attorney should always be Sealing
executed under seal, for although sealing is not necessary
for any purpose of delegation, a power of attorney, which,
as is nearly always the case, confers authority to execute a
deed, must itself be in the form of a deed. [In re Seymour
(1913) 1 Ch. 475 at p. 481.] Certain foreign companies,
however, do not possess a Common Seal, and sealing is
then impossible. A case of this kind came under judicial
notice in Colonial Gold Reef, Lid. v. Free State Rand Ltd.
(1914), 1 Ch. 382, where the articles of association of an
English company provided that ‘the instrument appointing
a proxy shall be in writing under the hand of the appointor
or his attorney duly authorised in that behalf, or, if such
appointor is a corporation, under its Common Seal.’ A
South African company having no Common Seal and not
required to have one was a shareholder, and by writing under
the hands of two directors appointed an attorney in England
to vote on its behalf, with power of substitution; it was held
that the requirement of a Common Seal in the Article only
applied to corporations having a Common Seal according to
English law and that the instrument in question could Le
recognised as valid and effective.

Next, as evidence that the signature is that of the alleged
donor, the instrument should be attested, and it is desirable
that there should be two witnesses, since this is reauii. u ior
the transfer of certain stocks.

Moreover, powers for use abroad should always be attested
by two witnesses: if for use in the Dominions and Colonies they

(f} Lunatics.

Attestation.