It is true that the same conflict of opinion exists on this question as exists on the parallel question of the bestowal of any distinction for this purpose between statutory corporations under railway acts, and statutory corporations under the joint stock companies' act of 1862.' 'I think that contracts for objects and purposes foreign to, or inconsistent with, the memorandum of association are ultra vires of the corporation itself. And it seems to me far more accurate to say that the inability of such companies to make such contracts rests on an original limitation and circumscription of their powers by the law, and for the purposes of their incorporation, than that it depends upon some express or implied prohibition, making acts unlawful which otherwise they would have had a legal capacity to do. This being so, it necessarily follows (as indeed seems to me to have been conceded in Mr. Justice Blackburn's judgment) that, where there could be no mandate, there cannot be any ratification ; and that the assent of all the shareholders can make no difference when a stranger to the corporation is suing the company itself in its corporate name, upon a contract under the common seal. No agreement of shareholders can make that a contract of the corporation, which the law says cannot and shall not be so.' L. R. 7 H. L. 693-695.

"In the very recent case of Attorney General v. Great Eastern Ry., 5 App. Cas. 473, 478, in which the contract in question was held to be expressly authorized by the terms of the act of parliament, and, therefore, not ultra vires, Lord Chancellor Selborne, while expressing the opinion that ' this doctrine ought to be reasonably, and not unreasonably, understood and applied, and that whatever may fairly be regarded as incidental to, or consequential upon, those things which the legislature has authorized, ought not (unless expressly prohibited) to be held, by judicial construction, to be ultra vires,' declared his sense of the importance of maintaining the doctrine of ultra vires, as explained in the case of Ashbury Railway Carriage and Iron Co. v. Riche. And Lord Blackburn said: 'That case appears to me to decide at all events this, that where there is an act of parliament creating a corporation for that particular purpose, what it does not expressly or impliedly authorize is to be taken to be prohibited ; and, consequently, that the Great Eastern Company, created by act of parliament for the purpose of working a line of railway, is prohibited from doing anything that would not be within that purpose;' although he also agreed 'that those things which are incident to, and may reasonably and properly be done under the main purpose, though they may not be literally within it, would not be prohibited.' 5 App. Cas. 481.

"These statements are the more significant, because Baron Bramwell, in the same case below (11 Ch. D. 449, 501-503), had cast doubts upon the correctness of the decision in the case of East Anglian Rys. v. Eastern Counties Ry. ; and Lord Blackburn himself, when a justice of the court of queen's bench, had more than once approved Baron Parke's form of stating the doctrine. Chambers v. Manchester, etc. Ry., 5 B. & S. 588, 610; Taylor v. Chichester, etc. Ry., L. R. 2 Ex. 356, 384; Riche v. Ashbury Railway Carriage & Iron Co., L. R. 9 Ex. 264.

"The same principles have been political powers under the Constitution of the United States. On the one side, the extreme position may be taken that the clearly and positively enunciated in two unanimous judgments of the supreme court of the United States.

"In Pearce v. Madison, etc. Ry., 21 How. 441, two corporations, created by the laws of Indiana to construct distinct, though connecting, lines of railroad in that state, were consolidated by agreement, and conducted the business of both lines under a common board of management, which gave notes in the name of the consolidated company in payment for a steamboat, which was to be employed on the Ohio river to run in connection with the railroads. After the execution of the notes and the acquisition of the steamboat, this relation between the corporations was legally dissolved. It was held, that an action brought by an indorsee against the two corporations upon the notes could not be maintained.

"Mr. Justice Campbell, in delivering judgment, said: 'The rights, duties, and obligations of the defendants are defined in the acts of the legislature of Indiana, under which they were organized, and reference must be had to these, to ascertain the validity of their contracts. They empower the defendants respectively to do all that was necessary to construct and put in operation a railroad between the cities which are named in the acts of incorporation. There was no authority of law to consolidate these corporations, and to place both under the same management, or to subject the capital of the one to answer for the liabilities of the other ; and so the courts of Indiana have determined. But, in addition to that act of illegality, the managers of these corporations established a steamboat line to run in connection with the railroads, and thereby diverted their capital from the objects contemplated by their charters, and exposed it to perils for which they afforded no sanction. Now persons dealing with the managers of a corporation must take notice of the limitations imposed upon their authority by the act of incorporation. Their powers are conceded in consideration of the advantage the public is to receive from their discreet and intelligent employment, and the public have an interest that neither the managers nor stockholders of the corporation shall transcend their authority.'

" He then referred with approval to the cases of Colman v. Eastern Counties Ry., East Anglican Rys. v. Eastern Counties Ry., and Macgregor v. Dover, etc. Ry., above cited, and added : 'It is contended that, because the steamboat was delivered to the defendants, and has been converted to their use, they are responsible. It is enough to say, in reply to this, that the plaintiff was not the owner of the boat, nor does he claim under an assignment of the owner's interest. His suit is instituted on the notes, as an indorsee ; and the only question is, Had the corporation the capacity to make the contract, in the fulfilment of which they were executed ? The opinion of the court is, that it was a departure from the business of the corporation, and that their officers exceeded their authority.' Judgment was rendered for the defendants. It is to be observed that in that case there was no suggestion that the plaintiff took the notes sued on without notice of the illegality in the original consideration, which would have presented a different question. Lexington v. Butler, 14 Wall. 282; Macon v.