Ultra

Beyond, over, outside of.

Ultra reprises

Beyond drawbacks. See Reprises. Ultra vires. Beyond the power or powers. Sometimes termed extra vires.

Intra vires

Within the power or powers. These phrases donate that an act, of contract or of tort, done on behalf of a corporation is, or is not, within the scope of the powers conferred upon it. The phrase ultra vires, as used in the discussion of legal subjects, seems to be first found in Karnes's Principles of Equity, published in 1776, where he inquires whether a court of equity can afford relief in a case where a deed is " void at common law, as ultra vires." * The expression, which is a concise and convenient form by which to describe the unauthorized act of artificial persons with limited powers, is applicable to individual action.^ ' 1 Bl. Com. aOS, 270; 3 id.

24. 2 Vaughn v. Northup, 15 Pet. 6 (1841), Story, J.; 18 How. 105; 109 U. S. 657. 8 1 Whart. Ev. §§ 814-18; 2 Sm. L. C. 662. «Kahn v. Central Smelting Co., 8 Utah, 379, 381 (1878); 16.375-76; Pio Pico u.

Cuyas, 47 Cal. 174(1873). 'See 16 Am. Law Reg. 514 (1877); Green's Brice's An act is ultra vires when (1) it is not in the power of the corporation to perform it under any ch-cumstances; when (2) the corporation cannot perform the act without the consent of certain persons; and when (3) the corporation cannot perform the act for some specific purpose.^ The act, in the first sense, is void in toio, and the corporation Eaay avail itself of that plea. But whether the plea may be set up in other cases depends upon circumstances. ' When a contract is not on its face necessarily beyond the scope of the power of the corporation, in the absence of proof to the contrary, it will be presumed to be valid. A corporation is presumed to contract within its powers. The doctrine of ultra vires should not be allowed to prevail where it would defeat the ends of justice or work a legal wrong.^ The House of Lords has decided that a contract not within the scope of the powers conferred on a corporation cannot be made valid by the assent of the shareholders, nor by a partial performance. This decision, which is based upon sound principle, represents the preponderance of authority in this country.", Whatever, under the charter of a corporation and the general laws applicable to it, may fairly be regarded as incidental to the objects for which the corporation is created, is not to be taken as prohibited.^ The doctrine, as applying to the' powers of railroad corporations, has not been construed, of late years, with the strictness that obtained in former times... Where a corporation has received the benefits of a contract, it may not now deny its validity.^ A corporation possesses only such lawful powers as are expressly conferred by its charter, and such as are clearly incidental or impliedly requisite for carrying out the declared objects of its creation. While some authorities hold that an act in excess of the powers so limited are illegal (any contract in excess thereof being uon-enforceable), and that neither party is estopped from pleading the ultra vires of the transaction, in some States the corporation is estopped from alleging or taking advantage of its want of power. The-latter doctrine seems to be gaining ground.^ A corporation is liable for every wrong it commits, 1 Miners' Ditch Co. v. Zellerbach, 37 Cal. 578 (1869), Sawyer, C. J. Approved, Mc Pherson l/.

Foster, 43 Iowa, 65 (1876). » Ohio & Mississippi R. Co. v. Mc Carthy, 96 U. S. 367 (18T7), cases.

Swayne, J.; Bissell v. Michigan Southern, &c.

R. Cos., 32 N. Y. 363-80 (1860), cases; Bradley v. Ballard, 55 111. 419 (1870), cases; Holmes v. City of Shreveport, 31 F. R. 119-31 (1887), cases. 'Thomas v. West Jersey R. Co., 101 U. S. 83 (1879), cases. * Green Bay, &c. R. Co, v. Union Steamboat Co., 107 V. S. 100 (1883), cases.

Gray, J. ^Dimpfel v. Ohio & Mississippi R. Co., 9 Biss. 130 (1879). and in such cases the doctrine ot ultra vires has no application. It is also liable for the acts of a servant while engaged in the business of his principal, i See Tort, 3.