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.