Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/246

 THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. PART III. ACTS BEYOND THE CORPORATE POWERS. Questions of ultra vires. Three ways of solving them, § 264. The analytical method, § 264a, sqq. General rule, § 265. Subordinate rules denoted by it, §266. First subordinate rule, § 267. Second subordinate rule, § 268. Third subordinate rule, § 269. Ratification by shareholders, § 270. Not always sufficient, § 271. Illustration, § 272. Rights of creditors, §§ 273, 274. The New York Rule. Opinions in Bissell v. Railroad Cos., § 275. Party contracting with corporation cannot plead ultra vires when lat- ter has performed, § 276. Converse of this proposition involves a fallacy, § 277. Examination of certain cases, §§ 279, 280. Ultra vires cannot be pleaded by persons whose rights are not in- fringed, §§ 281, 282. The Federal rule, § 283. Qualification to the general rules, §284. Negotiable instruments, § 285. Further application of the qualifica- tion, § 286. The illegality of ultra vires acts, §§ 287, 288. Public policy, §§ 289, 290. English view, § 291. Classes of ultra vires acts which are also illegal, § 292. First class. Acts contra bonos mores, §293. 226 Second class. Acts forbidden by statute, § 294. General prohibitions, § 295. English companies' act, § 296. Effect of statutory prohibitions. Rule, § 297. Illustrations. Body of the rule. Excessive interest, § 298. First qualification, § 299. Second qualification, § 300. Third qualification. Excessive loans by national banks, § 301. Prohibitions by implication, § 302. Unauthorized conveyances of real estate to corporations, § 303. Third class of illegal ultra vires acts. Corporations with public duties, §304. Transfer, lease, or mortgage of fran- chises, §§ 305-3056. Other acts, § 306. Traffic arrangements, § 307. Carriers' contracts to carry beyond their lines, § 308. Pooling arrangements. Grant of ex- clusive privileges, § 309. "Trusts" and monopolies, §§ 309a- 309c. The "securities company," § 309o Liability of corporations to account for benefits received under an ultra vires contract, § 310. Special chattels must be returned. Money, § 311. Basis of the liability, § 312. Illegal ultra vires contracts, § 313. Liability of other party to account, §314. Municipal corporations, §§ 315, 316.