Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/249

PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 264a. ration " is denoted a mass of rights and liabilities subsisting as legal relations between persons whose interests in the corpo- rate enterprise are divergent if not connecting, and whose re- sponsibility for any given ultra vires act is not always the same. 1 " In applying the doctrine of ultra vires, in a particu- lar case, regard must be had not only to the unauthorized agreement or transaction, but also to the relation which the litigating parties sustain to it." 2 The second prerequisite is the recognition of the principle that the constitution of a cor- poration, and, consequently, the corporate powers, are pre- sumed to be known as matters of law to all persons interested in the corporate enterprise, or dealing with the corporation. 3 iSee Chap. III. 2 Ehrman v. Union Central Life Ins. Co., 35 Ohio St. 324, 337. In Miners' Ditch Co. v. Zellerbach, 37 Cal. 543, Sawyer, C. J., said, giving the opinion of the court: "In con- sidering the cases in which the law applicable to corporations is dis- cussed, it must be always borne in mind that there are several classes of rights to which they apply, and that upon the same general state of facts the legal consequences mi^ht be different with reference to the different classes of riglits. Thus they [there?] are corporate rights — that is to say, rights which pertain to corporations as such — the artifi- cial legal entity created by the act of incorporation considered as a single distinct person; individual rights of the stockholders as such, and rights of the creditors of the corporation. The riglits of strangers dealing with the corporation may vary as they are considered with reference to the corporation itself, the stockholders, or the creditors of the corporation." Compare Bacon v. Robertson, 18 How. 480. 8 Davis v. Old Colony R. R., 131 Mass. 258; Relfe v. Rundle, 103 U. S. 222, 226; Salt Lake City v. Hollis- ter, 118 U. S. 256, 263; Railway Co.'s v. Keokuk Bridge Co., 131 U. S. 371, 384; Central Transp'n Co. v. Pull- man's Palace Car Co., 139 U. S. 24; Bohmer v. City Bank, 77 Va. 445; Leonard v. Ameri. Ins. Co., 97 Ind. 299 ; Haden v. Farmers', etc., Fire Ass'n, 80 Va. 683; Spence r. Mobile, etc., Ry. Co., 79 Ala. 576; Kraniger ». Build iug Soc, 60 Minn. 94; First Nat. Bk. v. Kiefer Co., 95 Ky. 97; Senour M'f'g Co. v. Church, etc., Co., 81 Minn. 294. This is, of course, entirely distinct from the question whether courts will take judicial no- tice of the powers of a corporation, which largely depends on whether the corporation is incorporated by special charter or under a general law. For courts will not take judi- cial notice of a special charter. Kelly v. A. & C. R. R. Co., 58 Ala. 489. " Persons dealing with the managers of a corporation must take notice of the limitations imposed upon their authority by the act of incorporation." Pearce v. Madison, etc., R. R. Co., 21 How. 441, 443. See §§ 195 and 320. 229