" As was observed in Morville v. American Tract Society, 123 Mass. 129, 136, ' The power to make all such contracts as are necessary and usual in the course of business, or are reasonably incident to the objects for which a private corporation is created, is always implied where there is no positive restriction in the charter.' Thus a corporation may let or mortgage property lawfully held by it under its charter, and not immediately needed for its own business. Simpson v. Westminster Hotel Co., 8 H. L. Cas. 712 ; Brown v. Winnisimmet Co., 11 Allen, 326 ; Hen-dee v. Pinkerton, 14 Allen, 381. A corporation established 'for the purpose of manufacturing and selling glass' may contract to purchase glassware from a like corporation to keep up its own stock and supply its customers while its works are being put in repair. Lyndeborough Glass Co. v. Massachusetts Glass Co., 111 Mass. 315. A corporation authorized to purchase and hold water power created by the erection of dams, and to hold real estate, may, when the water power has been lawfully extinguished, sell its lands, and as part of the contract of sale agree to raise their grade. Dupee v. Boston Water Power Co., 114 Mass. 37. A railroad corporation may agree to transport as a common carrier over connecting railroads goods intrusted to it for carriage over its own line. Hill Manufacturing Co. v. Boston, etc. Ry., 104 Mass. 122; Railway Co. v. McCarthy, 96 U. S. 258. And it cannot dispute its liability for goods delivered to it to be carried over a railroad of which it grant of whatever powers the grantee may find it expedient to invoke to utilize such franchise or prerogative. An intermediate position, however, may be found; and towards this the courts are inclined to gravitate. On the one side, it is is in actual possession and use under a lease, on the ground that the lease is void. McCluer v. Manchester, etc. Ry., 13 Gray, 124."

In Davis v. R. R. above cited, the action was brought upon the following agreement, signed by the Old Colony Railroad Company, in the sum of $6000, and by the Smith American Organ Company in the sum of $5000, and by other corporations, partnerships, and individuals in various sums, amounting in all to more than $200,000.

"Boston, January 23, 1872. We, the undersigned subscribers, hereby agree, each with the other, that we will contribute towards any deficiency (should there be one) that may arise towards defraying the expenses of the World's Peace Jubilee and International Musical Festival, to be held in Boston, commencing on the 17th of June, and closing on the 4th of July next, in such proportions as the amounts affixed to our several names bear to the whole amount subscribed ; provided that no subscription shall be binding until the whole amount subscribed shall reach the sum of two hundred thousand dollars, and that no expenditure be incurred except under the authority of the executive committee, which committee shall represent the subscribers, and consist of ten or more persons, who may be chosen by the first six subscribers hereto." It was held that this contract, so far as concerns the Old Colony Railroad Company, was neither a necessary nor appropriate means of carrying on its business, and was ultra vires, and could not bind it by reason of benefit to be derived from possible increase of passengers over its road. That parties are bound to take notice of limitations in public charters, see Franklin Co. v. Lewiston Savings Inst., 68 Me. 43.

"Where a private corporation has authority to issue negotiable securities, such instruments, when issued, possess the legal character ordinarily attaching to negotiable paper, and the holder in good faith, before maturity, and for value, may recover even though in the particular case the power of the corporation was irregularly exercised or was exceeded; or to state the legal proposition in its application to this case : this defendant having power to incur debts to a limited extent, and to issue its negotiable notes therefor, this plaintiff, as a bona fide holder of the notes in suit, may recover upon it although in this particular case the indebtedness of the corporation at the time of giving this note already exceeded the limits prescribed by its articles of association. Stoney v. Am. Life Ins. Co., 11 Paige, 635 ; Mclntire v. Preston, 10 111. 48; Monument. Nat. Bank v. Globe Works, 101 Mass. 57; Bissell v. Mich. Sou., etc., R. Co., 22 N. Y. 289 ; Lexington v. Butler, 14 Wall. 282; Moran v. Miami Co., 2 Black, 722; Ang. & Ames Corp. (10th ed.) 268 ; Field on Corp. 303 ; Green's Brice's Ultra Vires, 273-74, 729. Although In such a case, the corporation or its officers exceeded the corporate authority, and its contract would be hence in a sense ultra vires, yet other legal principles besides those merely relating to the powers of the corporation come in to affect the result." Auerbach v. Mill Co., Sup. Ct. Minn. 1881, 13 Reporter, 51.