Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/263

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 282. rights ; be cannot, therefore, interpose the defence. There is a plain principle which is not only law, but common sense. "Yith a few special exceptions, no one can represent another before the courts or elsewhere, without authority, express or implied, to do so. To an action brought against himself, a man cannot ordinarily plead that the rights of another, whom he is not authorized to represent, will be affected by the prosecution of the suit. If the court consider that hardship and injustice will result unless the interests of such outside person are re- garded, the court — at least a court of equity — may require him to be made a party to the suit, in order to afford him oppor- tunity to protect his interests. Accordingly, when a contract ultra vires a corporation is entered into, it is not competent for persons whose rights are not infringed, any more than for those who by their actions have estopped themselves from com- plaining, to restrain the fulfillment of the contract on the ground that the interests of others, which they are not authorized to represent, will be injured. It may therefore be stated as a rule, that a person whose rights are in no way infringed b} r the fact that a given act is ultra vires a corporation, can found no action or defence on that fact. 1 § 282. There are a number of decisions in accord with this rule. Thus, a corporation incorporated " for the purpose of manufacturing fabrics of wool and worsted or of a mixture thereof with other textile materials," may maintain an action against the purchaser of groceries sold by a person who was keeping a store as the undisclosed agent of the corporation. 2 On similar principles it is held that when a corporation has, in an unauthorized manner, purchased a note, its title thereto 1 Belcher Sugar Ref Co. v. Elevator Co., 101 Mo. 192; Baker v. Loan Co., 36 Minn. 185. Compare Wherry v. Hale, 77 Mo. 20; Farmers', etc., Bank v. Detroit, etc., R. R. Co., 17 Wis. 372; St. Louis Drug Co. v. Rob- inson, 81 Mo. 18; XewEng. R. R. Co. v. Central R'y Co., 69 Conn. 47; Beek v. No. Neb. F. & D. P. Ass'n, 54 Neb. 226; Butterworth v. Lowe, 115 Mich. 1; semblc contra, Salmon River M'g Co. v. Dunn, 2 Idaho, 30. A release executed by a contract- ing party to a corporation (a county) of his rights relating to the unful- filled portion of an ultra tires con- tract, the release being executed at the request of defendant, who had a personal interest in getting the con- tract discharged, is a good consider- ation to support a promise made by the defendant to the party executing the release. Wile v. Wilson, 93 N. Y. 255. 2 Slater Woolen Co. r. Lamb, 143 Mass. 420. 243