to a corporation which it
requires an indication of intention in the legislature to take away, I
see no such indication here. If the question was whether the
legislature had conferred on a corporation, created under this act,
capacity to enter into contracts beyond the provisions of the deed,
there could be only one answer. The legislature did not confer such
capacity. But if the question be, as I apprehend it is, whether the
legislature have indicated an intention to take away the power of
contracting which at common law would be incident to a body corporate,
and not merely to limit the authority of the managing body and the
majority of the share-holders to bind the minority, but also to
prohibit and make illegal contracts made by the body corporate, in
such a manner that they would be binding on the body if incorporated
at common law, I think the answer should be the other way."

On the other hand, the House of Lords, agreeing with the three
dissentient judges in the exchequer chamber, pronounced the effect of
the Companies Act to be the opposite of that indicated by Mr Justice
Blackburn, "It was the intention of the legislature, not implied, but
actually expressed, that the corporations, should not enter, having
regard to this memorandum of association, into a contract of this
description. The contract in my judgment could not have been ratified by
the unanimous assent of the whole corporation." In such companies,
therefore, objects beyond the scope of the memorandum of association are
_ultra vires_ of the corporation. The doctrine of _ultra vires_, as it
is called, is almost wholly of modern and judicial creation. The first
emphatic recognition of it appears to have been in the case of companies
created for special purposes with extraordinary powers, by act of
parliament, and, more particularly, railway companies. The funds of such
companies, it was held, must be applied to the purposes for which they
were created, and to no other. Whether this doctrine is applicable to
the older or, as they are sometimes called, ordinary corporations,
appears to be doubtful. S. Brice (_Ultra Vires_) writes:--

"Take, as a strong instance, a university or a London guild. Either
can undoubtedly manage, invest, transform and expend the corporate
property in almost any way it pleases, but if they proposed to exhaust
the same on the private pleasures of existing members, or to abandon
the promotion,