Page:Harvard Law Review Volume 8.djvu/38

22 22 HARVARD LAW REVIEW. beyond the limit specified without complying with the requirements of the statute.^ Third. When a corporation takes a conveyance of real estate which is directly prohibited by the statutes of the State wherein the land is situated, or contrary to the settled policy of such State. A conveyance to a corporation in violation of a rule of policy, or of a " positive, peremptory, and forbidding statute," is illegal, as distinguished from a mere ultra vires purchase, or a purchase without complying with conditions made prerequisites to such action; but its validity, it is conceived, is ordinarily not to be determined by any different test. In all these cases alike, the fact exists that the conveyance is contrary to law ; it is in viola- tion of the expressed or implied will of the Legislature. The viola- tion concerns the individual no more in one case than in the other, and the consequences should be the same ; and where the convey- ance is questioned by the grantor, or by those claiming under him, the doctrine of estoppel is equally applicable. Although the law does forbid the conveyance, if the fact exists that the conveyance has been made, notwithstanding the prohibition, it does not, by any means, follow as an invariable consequence, that the convey- ance is utterly inoperative. The law may prohibit the doing of an act, and yet if it is done, the act may stand. For example, prop- erty conveyed pursuant to a contract made in consideration of the compounding of a crime, cannot be recovered back at law, nor the conveyance set aside in equity.^ So, of a lease of a railroad, ultra vires of lessor and lessee, a bill by the lessor to set aside the lease will not be entertained, when the lessee has taken no steps to rescind or repudiate the contract.^ In such cases, the parties being equally at fault, the Courts de- cline to interfere, and the executed contracts of the parties stand. When a sale has been executed, the vendor cannot impeach his conveyance by showing its illegality, and thus change the title. This disability on his part avails the vendee as a sufficient title.4 Therefore, even if a conveyance to a corporation is contrary to law, it does not necessarily follow that the property is to revert to the grantor, who has been fully paid for it, or to become the spoil of the first taker. 1 American Mortgage Co. v. Tennille, Georgia ( 1891), 33 Amer. & En. Corp. Cases, 37^ « St. Louis R. R. V. Terre Haute R. R., 145 U. S. 394. Meihrath, loi Mass. 366; Horton v. Buffington, 105 Mass. 399.
 * Atwood V. Fisk, loi Mass. 363; Bryant v. Peck Co., 154 Mass. 460.
 * Ellis V. Hammond, 57 Ga. 179; Hill v. Freeman, 73 Ala. 200, 201; Meyers v.