ctions beyond the purposes and powers of the corporation are ultra vires. p> 1.TRADITIONAL PROBLEM AREAS - the following three powers are particularly significant express powers, since older statutes did not specifically confer them:
a) Guarantees - modern statutes confer the power to guarantee the debts of others if it is in furtherance of the corporate business;
b) Participation in a Partnership - present-day statutes explicitly allow the corp to participate with others in any corp, partnership, or other association;
c) Donations - because the general rule is that the objective of a business corporation is to conduct business activity with a view to profit, early cases held that charitable contributions were ultra vires; the modern view permits reasonable donations without showing the probability of a direct benefit to the corp.
B.AGENCY
1.DEFINITION--agency is the fiduciary relation which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other to so act. "Rest2dAg
a) Parties to an agency relationship - Principal & Agent. Thus, three essential elements of an agency relationship:
1) Manifestation by principal that agent shall act for him in some undertaking;
2) Acceptance by the agent; and
3) Understanding that the principal is in control of the undertaking. p> I) Note that these are factual issues; if they are satisfied, then the relationship is one of agency, regardless of what the parties themselves call it (but the parties 'labels may provide evidence of their intent)
2.CATEGORIES OF AGENCY
a) Actual Express Authority - authority is the power of the agent to affect the legal relations of the principal by acts done in accordance with the principal's manifestations of consent to him. "Rest В§ 7. Operative word is "manifestation". If he says, do something, it's express - but the manifestation may include implied assent to other things as well, which is - b) Actual Implied Authority - unless otherwise agreed, authority to conduct a transaction includes authority to do acts which are incidental to it, usually accompany it, or are reasonably necessary to accomplish it. "Rest В§ 35
c) Apparent Authority - a.k.a. "Ostensible authority" - apparent authority is the power to affect the legal relationships of another person by transactions with third persons, professedly as agent for the other, arising from and in accordance with the other's manifestations to such third persons. "Rest В§ 8. But note that the manifestation includes allowing the agent to represent accurately his own authority. p> d) Inherent Authority - this is the authority that inheres in an office. General agent (agent authorized to conduct a series of transactions involving continuity of service): P is bound if A is acting in the interests of P and A does...
