ULTRA VIRES (Lat.). The modern technioal designation, in the law of corpora, tions, of acts beyond the scope of their powers, as defined by their charters or acts of incor poration.
2. As a general rule, such acts are void, and impose no obligations upon the corpora tion although they assume the form of con tracts ; inasmuch as all persons dealing with a corporation, especially in the state or country in which and under whose laws it was cre ated, are chargeable with notice of the extent of its chartered powers. It is otherwise as to laws imposing restraints upon it not con tained in its charter where the contract is made or the transaction takes place without t,he limits of the state or country under whose laws the corporation exists. 8 Barb. N. Y. 233.
If, however, the corporation receives any money or other valuable consideration under such a transaction or contract, it is not doubted that upon rescinding or repudiating the act or contract under which it was paid or de livered it could be recovered back in an appropriate aotion. 22 N. Y. 25 ; 14 Penn. St. 81.
3. So, too, the artificial body—the corpora tion—is liable to be proceeded against by quo warrant° for the usurpation of powers in its name by its officers and agents, and its char ter may be taken away as a penalty for per mitting such acts,—the defence of a want of power to hind the corporation not being avail able in such cases, since it would lead to entire corporate irresponsibility. 7 Wend.
N. Y. 31 ,• 1 Blackf. Ind. 267.
Many of the adjudged cases have held that contracts beyond the powers of a corporation vvere not only void for that reason, but illegal and incapable of being enforced at law or in equity, as against public policy ; but the au thorities are not uniform. 11 C. B. 775 ; 4 Ell. & B. 397 ; 5 Hou. L. Cas. 331 ; 22 Conn. 502 ; 21 How. 442 ; 22 N. Y. 277.
The more general opinion would seem to be that such contracts cannot be enforced by action, or in virtue of the equity jurisdiction to compel a specific performance. See Opinion of Selden, J., in the case last cited.
4. A. court of equity, at the suit of the stockholders of the corporation, will restrain the com mission of acts beyond the corporate power, by injunction operating upon the indi vidual officers and directors as well as the corporation. This is now an acknowledged head of equity jurisdiction. Redfield, Railw. 400, 4 ; 4 Railw. Cas. 513 ; 6 id. 289 ; Beav. Rolls, 1 ; 12 id. 339.
Acquiescence for any considerable time in the exercise of excessive powers, after they come to the knowledge of the stockholders, would, however, be a decisive objectim to such a remedy. 19 Eng. L. & Eq. 7.
Upon the general subject see, also, 21 Eng. L. & Eq. 319 ; 22 Law Journ. Q. B. 69 ; Shel ford, Railw. 246, 251 et seq.; Pierce, Rail road Law, 395 et seq.