Salmon River Mining And Smelting Co. v. Dunn

• Decision Date: 13 September 1882
• Citation: 2 Idaho 26,3 P. 911
• Parties: SALMON RIVER MINING AND SMELTING COMPANY v. DUNN
• Court: Idaho Supreme Court

3 P. 911

2 Idaho 26

SALMON RIVER MINING AND SMELTING COMPANY v. DUNN

Supreme Court of Idaho

September 13, 1882

ULTRA VIRES-CORPORATE POWERS.-A corporation, as a general rule, can only exercise such powers as are specifically granted by the act of incorporation, or such as are necessary for the exercise of such powers, all other acts being ultra vires.

SAME.-A corporation whose charter authorizes it to engage in the business of mining and smelting is not authorized to purchase choses in action, as such act is not necessary to the business of mining and smelting.

APPEAL from District Court, Custer County. Reversed.

Reversed and remanded, with directions.

James H. Hawley and J. Brumback, for Appellant.

An act of a corporation that is ultra vires is void. (Currier v Railroad Co., 11 Ohio St. 228; Commonwealth v. Erie etc. R. Co., 27 Pa. St. 339, 67 Am. Dec. 471; St Louis v. Weber, 44 Mo. 547; Wheeler v. Board, 39 N. J. L. 291; Diligent Fire Co. v. Commonwealth, 75 Pa. St. 291; Darst v. Gale, 83 Ill. 136.)

Thomas J. Galbraith, for Respondent.

A contest with a person, natural or artificial, under disability who becomes liable to pay money to such person will not be permitted to avail himself of such disability to avoid his obligation. (Steam Nav. Co. v. Weed, 17 Barb. 378, cited in Green's Brice's Ultra Vires, 619; Smith v. Sheely, 12 Wall. 358; Barry v. Merc. Ex. Co., 1 Sand. 280; Reynolds v. Commissioners of Stark Co., 5 Ohio 205; Gaines v. Bank of Mississippi, 12 Ark. 769; Chester Glass Co. v. Dewey, 16 Mass. 94, 8 Am. Dec. 128; Banks v. Poitiaux, 3 Rand. 136, 15 Am. Dec. 706; John v. Farmers' etc. Bank, 2 Blackf. 367, 20 Am. Dec. 119; Mitchell v. Deeds, 1 Am. Corp. Cas. 460; Ramsey v. Peoria etc. Ins. Co., 3 Am. Corp. Cas. 271; Gill v. Kentucky etc. Co., 3 Am. Corp. Cas. 346; Pittsburg etc. R. R. Co. v. County of Alleghany, 4 Am. Corp. Cas. 92; Wood Hyd. Hose Co. v. King, 4 Am. Corp. Cas. 344; Littlewort v. Davis, 5 Am. Corp. Cas. 493; Touchard v. Touchard, 5 Cal. 306; Mokelumne Hill etc. Co. v. Woodbury, 14 Cal. 424, 73 Am. Dec. 658; Natoma Water etc. Co. v. Clarkin, 14 Cal. 544; California etc. Tel. Co. v. Alta Tel. Co., 22 Cal. 398; Spring Valley W. W. v. San Francisco, 22 Cal. 434; Union W. Co v. Murphy's Flat F. Co., 22 Cal. 620; Danneburg G. Q. M. Co. v. Allment, 26 Cal. 286; People v. Frank, 28 Cal. 507; Rondell v. Fay, 32 Cal. 354; Oroville etc. R. R. Co. v. Supervisors of Plumas Co., 37 Cal. 354; Pacific Bank v. De Ro, 37 Cal. 538; Miners' Ditch Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 30; Vandall v. South San Francisco Dock Co., 40 Cal. 83; Dean v. Davis, 51 Cal. 406; McKiernan v. Lenzen, 56 Cal. 62; Boise City C. Co. v. Pinkham, 1 Idaho, 790; United States v. Amedy, 11 Wheat. 392.)

PRICKETT J.

OPINION

PRICKETT, J.

This action was commenced in the district court of the third judicial district, in and for Lemhi county, and afterward transferred to Custer county, in the same district, for trial. The complaint alleges that the plaintiff is a corporation organized and existing under the laws of the state of Nebraska for the purpose of mining, smelting, and refining and marketing the products thereof, and the sale of, and otherwise operating in, mining properties, and, as such, has been, for more than four months last past, doing business in its corporate name. It is further alleged in the complaint that the appellant, Ballard S. Dunn, and one Carson, on the twenty-third day of July, 1880, entered into a contract, by the terms of which Carson was to build a bridge across Salmon river, and to receive therefor, from appellant, the sum of $ 3,100; that subsequently to the making of said contract the location of the bridge was changed and the length of the bridge was by such change necessarily increased; and that in consequence of such increased length it was agreed that $ 650 should be added to the original contract price; that Carson built the bridge and performed all the conditions of the contract on his part, and on the seventh day of October, 1880, assigned all his right, title, and interest in said contract to the plaintiff; that no part of the money due upon the contract has been paid by the defendant; that defendant has taken and holds possession of the bridge.

The only question before the court is whether the complaint contains facts sufficient to constitute a cause of action for, notwithstanding the fact that the transcript...