Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/257

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 276. rate ; l and that such ratification is beyond the scope of any agency existing in respect of the corporate enterprise, every one dealing with the corporation is held to know. The only point actually decided in this celebrated case was that two corporations, created respectively by the states of Michigan and Indiana, with power to each to build and operate a railroad within the state granting the charter, having united in the business of transporting passengers over a third railroad in the state of Illinois, beyond the limits authorized by the charter of either, are jointly liable for injuries to a passenger resulting from the negligence of their employe's occurring in the state of Illinois. The decision is unobjectionable, for the shareholders must have known of the operations in Illinois, and, not having objected to them, they would have been estopped from objecting to the results ; and no suggestion was made to the court that the payment of the comparatively small sum of twenty-five hundred dollars, the amount of damages found by the jury, would prejudice the rights of creditors. 2 § 276. The rules which this case and sundry others in New York 3 and elsewhere have tended to establish may Partvcon. be considered here. If the corporation has performed feting , •.•ill ■ witn corpo- the contract on its side, the other contracting party ration can- cannot plead that the corporation was not authorized uitmttres to make such a contract. This is held by Whitney hiTper-" 61 Arms Co. v. Barlow, 4 and does not seem open to ob- f ° r med. 1 The notion of a body corporate ordinarily implies the right of a ma- jority to act for all. But the right of a majority to act for all does not extend beyond the purposes of or- ganization. See Pickering v. Ste- phenson, L. R. 14 Eq. 322, 340. 2 Similarly it was held correctly in Magee v. Pacific Imp. Co., 98 Cal. 678, that a corporation which engages in the business of iunkeeper cannot plead ultra vires when sued by a guest for loss of his property. See, also, Linkauf v. Lombard, 137 N. Y. 417. 3 E. y., Parish v. Wheeler, 22 N. Y. 494. ♦63 N. Y. 62; Ace. National Bank i: Whitney, 103 U. S. 99; Linkauf v. Lombard, 137 N. Y. 417; Bath Gas Light Co. ». Claffy, 151 N. Y. 24; Union Water Co. v. Murphy's Flat Pluming Co., 22 Cal. G21; Hall M'f'g Co. v. American, etc., Supply Co., 48 Mich. 331; Franklin Ave. German SVgs Inst. v. Board of Education, 7"> Mo. 408; Oil Creek, etc., R. R. Co. v. Penna. Trans'n Co., 83 Pa. St. 160; Goundie v. Northampton Water Co., 7 Pa. St. 233; Leazure v. Hillegas, 7 S. & R. 313; Leavitt v. Pell, 27 Barb. 322; Steam Nav. Co. v. Weed, 17 Barb. 378; Germantown Farmers' Mut. Ins. Co. v. Dhein, 43 Wis. 420; Edwards v. Fairbanks, 27 La. Ann.