McQuaig v. Gulf Naval Stores Co.

Citations

• 56 Fla. 505

Syllabus

<p>1. A corporate entity has only such rights and powers as are conferred upon it by express or implied provisions of law.</p> <p>2. When not prohibited by law corporations have the implied power to make contracts that are fairly within the scope of the purposes of their creation.</p> <p>3. When a contract made by a private corporation is not forbidden by law and has some relation to the business the corporation is authorized to do, such contract may not be repudiated at pleasure to the injury of one who in good faith dealt with the corporation under circumstances indicating the authority of the' corporation.</p> <p>4. While those dealing with a private corporation are charged with some degree of care to ascertain the powers of the corporation with reference to the transaction, yet if the transaction has some fair relation to the matters within the corporate authority, the defense of ultra vires will not in general be available to afford injustice or imposition.</p> <p>5. When a corporation having authority to do a general commission and mercantile business, to own, lease and operate' turpentine farms, to lease and sublet and buy and sell timber for turpentine and milling purposes, and to buy and hold such real estate as may be necessary for or incidental to the authorized business, and an action is brought against the corporation for commissions for finding a purchaser for lands, and to a plea of ultra vires that the corporation did not have authority to make the contract and was not at any time seized and possessed of the lands to which the contract of sale relates and had no interest directly or indirectly in the lands, a demurrer was filed, and a replication to the plea alleges that the defendant corporation claimed and represented itself to be the owner of the lands, employed plaintiffs and received the benefit thereof and sold or caused to be sold the identical lands through another for a greater profit, which replication is demurred to, the defense of ultra v