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made, does not address itself favorably to the mind of the chancellor.” And as a conclusion the court said: “The impending danger of a judgment of ouster and dissolution was, we think, the check, and none other contemplated by congress. That has been always the punishment prescribed for wantom violation of a charter, and it may be made to follow whenever the proper public authority shall sec fit to invoke its application. A private person cannot, directly or indirectly, usurp this function of the government.” The court also quoted with approval the following language from Sedg. St. Const. 73: “Where it is a simple question of authority to contract, arising cither on a question of regularity of organization or power conferred by charter, a party who has had the benefit of the agreement cannot be permitted, in an action founded upon it, to question its validity.” Whitney v. Wyman, 1o1 U. S. 392, is-equally instructive. It arose under a Michigan statute, which prohibited corporations from transacting business until their articles of incorporation were filed in the proper office, but attached no penalty. Certain parties purporting to act for a certain corporation, but before articles of incorporation were filed, ordered certain machinery of plaintiff, which was forwarded and charged to the parties ordering, and not to the corporation. The parties refused to pay, and plaintiff brought action against them, claiming that the corporation for which they purported to act could not transact business by reason of the statutory restriction. A unanimous court, speaking by Justice Swayne, said: “The restriction imposed by the statute is a simple inhibition. It did not declare what was done should be void, nor was any penalty prescribed. No one but the state could object. The contract is valid as to plaintiff, and he has no right to raise the question of its invalidity;” citing the case of Bank v. Matthews, and showing that the court considered the principle involved to be the same. In Grant v. Coal Co., 80 Pa. St. 218, it is said: “Having dealt with the defendant in error as a de facto corporation, there is little merit in the defense now taken, that they were not duly incorporated, and had no right to sue for coal which it is admitted they