Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/384

 § 381.J THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. izes. r 1 If the corporate powers authorize the act to be done outside the state, it will be valid as to all persons within the jurisdiction of the state. 2 If they do not authorize the act to be so done, the rules applicable to ultra vires acts generally will apply ; though the fact that the act was done outside of the state will not prejudice any person, acting on the faith of the act, who had no reason to know that it was done outside the state. 3 § 381. It may be stated as a proposition of general truth and applicability, that with respect to the jurisdiction of the state incorporating the corporation, acts done on behalf of the cor- poration, if done outside the state, are valid, in the absence of special restriction ; 4 for a grant of franchises without restric- tion is equivalent to a specific authority to exercise them wherever the corporation may find it convenient or profitable to do so. 5 Accordingly, directors may act as a board outside the state limits. 6 1 Taney, C. J., in Bank of Augusta v. Earle, 13 Pet. 588. " Its residence in oue state creates no insuperable objection to its power of contracting in another." lb. See Evving v. Tol- edo S'v'gs Bk., 43 O. St. 31; State v. So. Pac. R. R. Co., 52 La. Ann. 1822; Angell and Ames on Corp., § 104. The two cases of Middle Bridge Co. v. Marks, 26 Me. 326, and Miller v. Ewer, 27 Me. 509, seem to imply that it is incompetent for a legisla- ture to authorize a corporation to act outside the boundaries of the state. But this seems incomprehen- sible. Merrick v. Van Santvoord, 34 N. Y. 208, holds that the charter of a corporation may confer powers without territorial limitation, which, accordingly, may be exercised be- yond the jurisdiction of the sovereign granting the charter. 2 Hutchins v. New England Coal M'gCo., 4 Allen, 580. 8 Galveston Railroad v. Cowdrey, 11 Wall. 459. This on principles re- gulating the effect of acts appar- 364 ently within the scope of the cor- porate powers, §§ 284-286. 4 Bank of Augusta u. Earle, 13 Pet. 519, 588; Hutchins v. New England Coal M'g Co., 4 Allen, 580; Blair v. Perpetual Ins. Co., 10 Mo. 559; New York Floating Derrick Co. v. New Jersey Oil Co., 3 Duer (N. Y.), 648; Tombigbee R. R. Co. v. Kneeland, 4 How. 16; Wood Hydraulic Hose M'g Co. v. King, 45 Ga. 34; Dodge v. City of Council Bluffs, 57 Iowa, 560. See Mumford v. Am. Life Ins., etc., Co., 4 N. Y. 463. 6 Merrick v. Van Santvoord, 34 N. Y. 208; Day v. Ogdensburgh, etc., R. R. Co., 107 N. Y. 129; Kerchner v. Gettys, 18 S. C. 521; Atchison, T. & S. F. R. R. Co. v. Fletcher, 35 Kan. 236. 6 Galveston Railroad v. Cowdrey, 11 Wall. 459; Bellows ». Todd, 39 Iowa, 209; Thompson v. Natchez Water Co., 68 Miss. 423; Missouri Lead M'g Co. v. Reinhard, 114 Mo. 218; Arms v. Conant, 36 Vt. 745; Bassett v. Monte Christo M. Co., 15