David Josiah Brewer

“ It is now well settled that a corporation cannot avail itself of the defense of ultra vires when the contract has been, in good faith, fully performed by the other party, and the corporation has had the benefit of the performance and of the contract. As has been said, corporations, like natural persons, have power and capacity to do wrong. ”

“ We deem it unnecessary to add any observations of our own to these satisfactory declarations of the law of New York.
A single matter remains to be noticed. It is contended that the contract evidenced by the certificates was changed by a loan subsequently obtained by the plaintiff from the defendant upon the security of the shares,-a loan obtained after the by-laws had been amended to make, as alleged, more clear the obligations assumed by the issue of share certificates. ”

“ Referring to the contention that the terms of the articles of incorporation were inconsistent with the absolute promise contained in this certificate, that court said:
'In other words, the defendant's contention is that those provisions were sufficient to change an absolute promise to pay into a conditional one, dependent upon the success of its enterprise. We find nothing in these provisions which would justify any such conclusion. ”

“ Instalment stock shall mature and be payable when the dues paid thereon, with the profits apportioned and credited thereto, shall equal $100 per share. Paidup stock shall mature and be payable when the dues thereon, with the profits apportioned and credited thereto in excess of any cash dividends, if any, that may be paid, shall equal $100 per share ”