Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/13

 PREFACE TO THE THIRD EDITION. misrepresentation involved in such an issue is proper because widely known to be untrue ? State legislatures show a sounder sense of ethics in forbidding the issue of stock except for a full par equivalent. But have courts fairly seconded the legislative intent ? or have they, in endeavoring to recog- nize common business methods, made these statutes of no effect ? The above seem to the writer features of present interest in corporation law. There is another, — the matter of ultra vires. Here courts throughout the United States disagree, and their disagreement is more pronounced in their reasonings than in their decisions. This means that they have not yet reached satisfactory principles by which these cases may be decided. Sometimes a court avoids the matter by saying " the principle is well settled," or "the doctrine of ultra vires is never to be applied when it would not advance the ends of justice." But this rustic method is not always adopted, and undoubtedly the courts and the profession know that some time and in some way the rules relating to ultra vires trans- actions must be thought out and based on principles and prop- ositions which will not on analysis disclose contradictions and solecisms of reasoning. H. O. Taylor. New Yobk, June, 1894. vii