Sec 141

We may, therefore conclude, that the doctrine of estoppel applies to corporations as well as to natural persons. Wherever a natural person would be estopped by his prior action in assuming a particular character, or on permitting his agents to assume such a character, a corporation would under similar circumstances be estopped from asserting a claim of which the other contracting party had no notice.1 The argument for an estoppel is strengthened in cases in which the corporation has made representations that the proper steps to validate the contested acts have been taken.2 It would be a gross perversion of franchises granted by the state if a corporation, created as an engine of business accommodation, after enjoying the proceeds of a contract, should be permitted, when called upon to pay the consideration for what it has enjoyed, to set up a technical bar of ultra vires.5 And although a contract may not be executed in the way the charter prescribes, yet, so far as concerns third parties without notice, it may bind the corporation.4 When, it is true, the charter is a public statute, of which all parties are required to take notice, and when the deviation is as to a matter of substance, and not as to a matter of form, then parties making contracts with the corporation do so at their own risk.5 But when the deviation is not as to matter in respect to which third parties are bound to take notice, or when it involves a mistaken subsumption of facts under law,1 then the corporation is bound notwithstanding such deviations.2-But this is not to be so extended as to make a corporation liable for functions which it is expressly prohibited by its charter from exercising, and which are plainly out of the range of its powers, or of the powers of the officer undertaking them.3 It is otherwise, however, as to transactions within the ordinary range of corporate action of institutions of the same class, though forbidden by the particular charter.4-So far as concerns the formal proceedings of corporations, such proceedings will be presumed to be regular until the contrary be shown. The burden is on the party seeking to prove irregularity.5 When, however, a statute prescribes certain material conditions as the prerequisites of corporate action, it must appear from the face of the proceedings that these conditions are satisfied.6

Corporation may be estopped as to bona fide third parties.

1 Infra, sec 796 ; Wh. on Ev. sec 1151; Big. on Est. 3d ed. 467 ; Pollock, 3d ed. 142; Webb v. Heme Bay, 1 L. R. 5 Q. B. 642; Barwick v. Eng. Joint St. Co., L. R. 2 Exch. 259 ; Crook v. Sea-ford, L. R. 6 Ch. 551; Bank U. S. v. Dandridge, 12 Wheat. 64; Pendleton v. Army, 13 Wall. 297; Episcopal Charitable Soc. v. Episcopal Church, 1 Pick. 372; Bird v. Daggott, 97 Mass. 494; Monument. Bk. v. Globe Works, 101 Mass. 57; Stoddard v. Foundry Co., 34 Conn. 542 ; Bissell v. R. R., 22 N. Y. 258 ; Grape Sugar Co. v. Small, 40 Md. 395 ; Schaeffer v. Bonham, 95 111. 368 ; Home Ins. Co. v. Sherwood, 72 Mo. 461.

2 Hackett v. Ottawa, 99 U. S. 86 ;.

Block v. Commis., 99 U.S. 686; Monasha v. Hazard, 102 U. S. 81 ; Tipton v. Locomotive Works, 103 U. S. 523; Jasper v. Ballon, 103 U. S. 745, see Big. on Est. 3d ed. 467 ; infra, sec 796.

3 See supra, sec 140, and see infra, sec 796.

4 Merchant Bank v. State Bank, 10 Wall. 604; Badger v. Bank, 26 Me. 428; Witte v. Fishing Co., 2 Conn. 260; Reynolds v. Kenyon, 43 Barb. 585 ; Bank of Kentucky v. Schuylkill Bk., 1 Pars. Sel. Cas. 180; Aurora Co. v. Paddock, 80 111. 263; Northern Bank v. Johnson, 5 Coldw. 88.

5 Davis v. R. R. and other cases cited supra, sec 137.