Corporations.- A corporation cannot vary from the object of its creation, and persons dealing with its managers must take notice of the limitations imposed by the act of incorporation, p. 443.

The citing cases constitute a considerable collection of authorities upon the doctrine of ultra vires. The following apply the rule in the Federal courts: Zabriskie v. Cleveland, C. & C. R. Co., 23 How. 398, 16 L. 497, holding that the guaranteeing by a railroad company of bonds issued by another company was valid; Penn. R. R. Co. v. St. Louis, A., etc., R. Co., 118 U. S. 308, 30 L. 91, 6 S. Ct. 1102, holding that a railroad company cannot lease its road and franchises for a long term in another company, nor take such a lease; S. C., p. 316, 30 L. 94, 6 S. Ct. 1106, holding that a guarantee of obligations of a lease of another company is void, unless authorized by charter or statute; Central Transportation Co. v. Pullman's Car Co., 139 U. S. 41, 35 L. 62, 11 S. Ct. 481, holding that a car construction company, authorized to let cars to other companies, could not contract for the lease of its entire business for a long term, reviewing authorities; Louisville, etc., Ry. v. Louisville Trust Co., 174 U. S. 571, 19 S. Ct. 824, holding guaranty of corporate bonds, lacking the consent of required number of stockholders, void, except in bona fide hands; McCormick v. Market Bank, 165 U. S. 550, 41 L. 821, 17 S. Ct. 436, holding that a national bank cannot contract for a lease of offices before duly authorized to commence business; California Bank v. Kennedy, 167 U. S. 368, 369, 42 L. 201, 17 S. Ct. 834, holding national banks cannot purchase or subscribe to stock of another corporation; Talcott v. Pine Grove, 1 Flipp. 150, F. C. 13,735, holding that in the absence of some constitutional provision, the legislature may authorize municipalities to issue bonds in aid of railroads; State Ins. Co. v. Redmond, 1 McCrary, 310, 3 Fed. 766, holding that a subscription for stock without the payment required by charter, created no binding obligation; Market Bank of Troy v. Smith, 16 Fed. Cas. 758, holding that a bank cannot make a contract, reserving interest at a rate exceeding that allowed by law; Andrews v. Youngstown Coke Co., 39 Fed. 354, holding that a bill in equity by one of the contracting parties, will not lie to compel execution by two managers, of a contract with an association, signed by one manager, on the ground of mistake; Louisville Trust Co. v. Louisville, etc., R. Co., 75 Fed. 450, 456, 43 U. S. App. 550, overruling S. C., under title Louisville, etc., R. Co. v. Ohio Valley, etc., Co., in 69 Fed. 435, 439, as to the knowledge imputable to the acceptor of the guarantee of a corporation; Forest v. St. Francis Levee Dist., 77 Fed. 561, holding void, a contract made by the board of the corporation for the construction of a levee, without the observation of the preliminaries imposed by the act; Central Trust Co. v. Columbus, etc., R. Co., 87 Fed. 821, affirming power of a mining corporation to mortgage its property to secure the bonds to be issued by the transportation company.

In the State courts the following apply the rule: Barbour County v. Horn, 48 Ala. 573, 574, holding the acceptance of a bond by the county commissioners, on the construction of a bridge, not being a toll bridge, was ultra vires; City of Chicago v. Cameron, 120 Ill. 456, 11 N. E. 902, holding that the employment of a company's bonds for the payment of debts of other corporations, was a breach of trust and void; Durkee v. People, 155 Ill. 362, 40 N. E. 629, holding that a contract by a railroad corporation for the purchase of a railroad, to be paid for partly in bonds carrying a power to vote at stockholders' meetings, was ultra vires and void; Voris v. Star City B. & L. Association, 20 Ind. App. 644, 50 N. E. 783, holding that a guarantor of school warrants, sold by him to a building and loan association for his own benefit, is estopped from pleading ultra vires of the buyer; note to Charleston, etc., Turnpike Co. v. Willey, 16 Ind. 36, arguendo, per counsel, that directors' powers were limited by the charter; Tippecanoe Co. v. Lafayette, etc., R. Co., 50 Ind. 97, holding that a contract by directors of a railroad company for lease for a long term, to another company, of the exclusive right to a portion of its road, was ultra vires, collecting authorities; Hull v. Marshall County, 12 Iowa, 162, holding that a party dealing with a county judge in an issue of county bonds, must at his peril ascertain if the authority existed; Maddox v. Graham, 2 Met. (Ky.) 72, holding that under the statute of 1851, municipal bonds to secure stock in a railroad company were valid; New Orleans, etc., S. S. Co. v. Ocean Dry Dock Co., 28 La. Ann. 174, 26 Am. Rep. 91, holding the dock company could not subscribe for stock in the steamship company; Franklin Co. v. Lewiston Savings Bank, 68 Me. 45, 28 Am. Rep. 11, holding a savings bank had no authority to purchase stock in another company, with borrowed money, and to bind the credit of the bank for the loan; Richardson v. Sibley, 11 Allen, 72, 87 Am. Dec. 705, holding that a mortgage of its property by a street railroad company, not authorized by its charter, was void; Davis v. Old Colony R. R., 131 Mass. 260, 41 Am. Rep. 223, holding that neither a railroad nor a musical instrument manufacturing company could guarantee the expenses of a musical festival; Morris, etc., R. Co. v. Sussex R. Co., 20 N. J. Eq. 564, holding that an agreement between two railroad companies for division of profits on future extensions and branches, was void; Treadwell v. Commissioners, 11 Ohio St. 192, applying the principle to the issue of bonds by a board of county commissioners for a subscription to railway stock; Kilbreth v. Bates, 38 Ohio St. 197, holding that a bill discounted at a higher rate than allowed by the charter of the discounter, was void; Bank v. Bank, 9 Heisk. 416, holding that creditors of an insolvent bank, whose debts were created under the lawful power given by the charter, are preferred to claimants under a contract ultra vires; Allen v. Long, 80 Tex. 267, 26 Am. St. Rep. 739, 16 S. W. 46, holding the same principle of ultra vires applied to

joint-stock companies, whether properly incorporated or not; Fitzhugh v. Franco-Texas Land Co., 81 Tex. 313, 16 S. W. 1080, holding that a corporation empowered to sell lands for cash or credit, could not accept a written promise to be discharged in anything but money; Whitney v. First Nat. Bank, 50 Vt. 400, 28 Am. Rep. 510, holding that national banks could not receive money on deposit as bailee; Silliman v. Fredericksburg, etc., R. Co., 27 Gratt. 130, holding that purchasers of bonds issued by a company whose franchise was forfeitable if the road were not built, were affected with such knowledge; Veeder v. Town of Lima, 19 Wis. 297, holding that failure to post election notices, invalidated bonds issued by town supervisors for a subscription to a plank road company.

Cited also in dissenting opinion in Bissel v. The Railroad Cos., 22 N. Y. 304, majority holding that a passenger injured on a road jointly operated by two companies, was entitled to recover damages for negligence from both; Ehrman v. Insurance Co., 35 Ohio St. 341, majority holding that in an action on a note taken over as part of the assets, on the purchase, by an insurance company, of the business of another company, the defense of ultra vires in the purchase was no defense; Boston, etc., R. R. v. New York. etc., R. R., 13 R. I. 273, majority holding (the dissenting judge agreeing on this point, see p. 277) that an agreement for amalgamation of two companies not authorized by their charters, was ultra vires and invalid. Cited in general discussion of implied powers of a corporation, in Marbury v. Kentucky Union Land Co., 62 Fed. 346, 22 U. S. App. 267, arguendo, that the power of securing steamboat connection by a guaranty was implied in the power of owning and running a steamboat; Hazlehurst v. Savannah, etc., R. Co., 43 Ga. 54, discussing question whether ultra vires acts of corporate officers could be ratified by consent or acquiescence of shareholders; City of Aurora v. West, 22 Ind. 518, as to distinction between corporate acts as affecting third persons; Bissel v. The Railroad Cos., 22 N. Y. 278, discussing effect of a contract to carry a passenger over a railroad jointly operated by two companies, on right of recovery 'from both for negligence of their servants. See very valuable note on ultra vires in 70 Am. St. Rep. 159, 172.

Qualified in Campbell v. Argenta, etc., Min. Co., 51 Fed. 4, holding that where a contract is within the corporate power, a defect in proceedings renders it voidable only; Mayor, etc. v. Balt. & O. R. Co., 21 Md. 75, holding that where a corporation is authorized to borrow, it may take and give mortgages; Brown v. Winnisimmet Co., 11 Allen, 331, holding that a ferry company might own steam ferry-boats and might contract for the lease to the government of a boat not required for its business. Distinguished in Tod v. Kentucky Union Land Co., 57 Fed. 51, holding that if a company became the sole stockholder of another company, it might guarantee the pay

ment of its securities; Hill v. Nisbet, 100 Ind. 349, holding that a railroad corporation, authorized to acquire the rights of other corporations, may purchase stock in such corporations.

Corporations.— Unless authorized by their charter, railroad corporations cannot consolidate and carry on business under one management, or subject the capital of one to the liabilities of the other, p. 443.

Cited and principle applied in Mackintosh v. Flint & P. M. R. Co., 34 Fed. 615, holding a corporation could not absorb another by purchase of its stock without legislative authority; Central R. Co. v. Collins, 40 Ga. 636, holding the company was not authorized to buy a single share in the stock of another company; Singleton v. Southwestern R., 70 Ga. 467, 48 Am. Rep. 575, holding a railroad corporation could not, without special authority, sell, mortgage or lease its franchise or property; American Trust Co. v. M. & N. W. R. Co., 157 Ill. 651, 654, 42 N. E. 156, 157, holding invalid, right of way contracts and a trust deed made by an assumed, but not legallyconsolidated company; Gulf, etc., R. v. Newell, 73 Tex. 338, 15 Am. St. Rep. 791, 11 S. W. 343, holding ownership alone does not operate a consolidation; North Side R. Co. v. Worthington, 88 Tex. 570, 53 Am. St. Rep. 783, 30 S. W. 1057, holding that two corporations formed for independent purposes, could not become surety, one for the other, for a loan. See note to 53 Am. Dec. 466, on what fundamental alterations in charter require consent of all stockholders; note to 75 Am. Dec. 549, on railroad corporation's power to transfer its franchises or property; note to 79 Am. Dec. 423, on power of corporations to consolidate; note, 70 Am. St. Rep. 159, 172.

Corporations. A railroad company is not liable on notes given for a steamboat purchased and used by it, and running in connection with its road, where its purchase is ultra vires, pp. 443, 444.

cited and principle applied in Franklin Co. v. Lewiston Savings Bank, 68 Me. 46, 28 Am. Rep. 12, holding that notes given by bank trustees for an ultra vires loan, would not be allowed as a claim in the bank's insolvency; Davis v. Old Colony R. R., 131 Mass. 268, 41 Am. Rep. 231, holding that an action would not lie on ultra vires guarantys given by a railroad company and a musical instrument manufacturing company, for the expenses of a musical festival; Greenville Compress v. Planters Press, 70 Miss. 676, 35 Am. St. Rep. 684, 13 So. 881, holding that by proceeding in a proper court, one of the parties to an ultra vires contract may recover to the extent of the benefit received by the other; Kilbreth v. Bates, 38 Ohio St. 199, holding that an action was not sustainable on notes discounted by a corporation at a rate forbidden by its charter; Adams, etc., Co. v. Deyette, 8 S. Dak. 128, 59 Am. St. Rep. 757, 65 N. W. 474, holding that confessed judgments on promissory notes, made ultra vires, were void.

Distinguished in Pittsburgh, etc., Ry. Cos. v. Keokuk Bridge Co., 131 U. S. 385, 33 L. 162, 9 S. Ct. 774, sustaining a contract by a railroad company to pay for the use of a bridge constructed by another company, with which its road connected.

Corporations. In suit by an indorsee, on notes unlawfully executed by railroad corporation in ultra vires purchase of steamboat, the fact that the railroad actually received and used the boats does not help plaintiff's case. His case against the railroad fails if the corporation was without power to make the contract, p. 444.

Cited in Boyd v. Mill Creek School Township, 124 Ind. 195, 24 N. E. 662, holding, in an action by assignee to recover the value of goods sold to the township, the only question was as to his right to recover on the contract sued on.

Distinguished in Hutchinson v. Western & A. R. Co., 6 Heisk. 636, as not applying in an action ex delicto, holding the company could not set up defense of ultra vires.

21 How. 445-451, 16 L. 185, 186, UNITED STATES v. FOSSATT. Supreme Court. A case will be advanced on the docket only where the question in dispute will embarrass the operations of the government while it remains unsettled, p. 446.

Rule cited and restricted in Hoge v. Richmond R. Co., 93 U. S. 2, 23 L. 781, holding that preference will not be given to cases in which the execution of the revenue laws of a State is enjoined, unless brought within the rule; Spratt v. Jacksonville, 29 Fla. 178, 10 So. 735, refusing to advance a suit to have city taxes declared illegal, unless brought under the rule.

Appeal and error.- After a case is returned to a lower court by mandate, there is no appeal, except from the final decision of that court, and in case lower court disobeys or mistakes the mandate, mandamus will lie, p. 446.

Cited and rule followed in Metcalf v. City of Watertown, 68 Fed. 861, 34 U. S. App. 107, holding that where the mandate left the amount of the judgment to be fixed by the Circuit Court, and the rate of interest, its decision was subject to review.

Public lands— California grants.- All private land claims in California were submitted by Congress, by act of March 3, 1851, to certain commissioners, whose decisions were subject to review in the District and Supreme Courts, pp. 447, 448.

Cited and affirmed in Botiller v. Dominguez, 130 U. S. 252, 32 L. 930, 9 S. Ct. 529, holding that confirmation, under act, is essential to any title to land in California dependent on Spanish or Mexican grants; Bouldin v. Phelps, 12 Sawy. 311, 30 Fed. 559, holding that an inchoate grant required confirmation under the act; Estrada v. Murphy, 19 Cal. 269, holding that the statutory provision for presen