Ultra vires is a Latin phrase used in law to describe an act that requires legal authority but is done without it. Its opposite, an act done under proper authority, is intra vires. Acts that are intra vires may equivalently be termed "valid", and those that are ultra vires termed "invalid".
Colin Blackburn, Baron Blackburn, was a British lawyer and judge. The son of a Scottish clergyman, he was educated in Scotland and England, before joining the English bar. He was little known to the legal world before he was elevated from the junior bar to a puisne judgeship in the Court of Queen's Bench by Lord Campbell in 1859, a position he held until 1876, when he was appointed to the Court of Appeal. In October of that year, he was the first person to be appointed as a law lord under the provisions of the newly enacted Appellate Jurisdiction Act. He retired in 1886 and died ten years later. Blackburn was considered the highest authority on common law and his judgments continue to be cited today.
Salomon v A Salomon & Co Ltd[1896] UKHL 1, [1897] AC 22 is a landmark UK company law case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue the company's shareholders for payment of outstanding debts.
Amalgamated Society of Railway Servants v Osborne [1910] AC 87 is a UK labour law case, which ruled that it was unlawful for trade unions to use funds raised from their subscriptions for political purposes.
The memorandum of association of a company is an important corporate document in certain jurisdictions. It is often simply referred to as the memorandum. In the UK, it has to be filed with the Registrar of Companies during the process of incorporating a company. It is the document that regulates the company's external affairs, and complements the articles of association which cover the company's internal constitution. It contains the fundamental conditions under which the company is allowed to operate. Until recently it had to include the "objects clause" which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company's initial capital. It is one of the documents required to incorporate a company in India, the United Kingdom, Ireland, Canada, Nigeria, Nepal, Bangladesh, Pakistan, Afghanistan, Sri Lanka, and Tanzania and is also used in many of the common law jurisdictions of the Commonwealth.
Foss v Harbottle (1843) 2 Hare 461, 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the proper plaintiff rule", and the several important exceptions that have been developed are often described as "exceptions to the rule in Foss v Harbottle". Amongst these is the "derivative action", which allows a minority shareholder to bring a claim on behalf of the company. This applies in situations of "wrongdoer control" and is, in reality, the only true exception to the rule. The rule in Foss v Harbottle is best seen as the starting point for minority shareholder remedies.
United Kingdom administrative law is part of UK constitutional law that is designed through judicial review to hold executive power and public bodies accountable under the law. A person can apply to the High Court to challenge a public body's decision if they have a "sufficient interest", within three months of the grounds of the cause of action becoming known. By contrast, claims against public bodies in tort or contract are usually limited by the Limitation Act 1980 to a period of 6 years.
Case of Sutton's Hospital (1612) 77 Eng Rep 960 is an old common law case decided by Sir Edward Coke. It concerned The Charterhouse, London which was held to be a properly constituted corporation.
The Companies Act 1862 was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006.
Capacity in English law refers to the ability of a contracting party to enter into legally binding relations. If a party does not have the capacity to do so, then subsequent contracts may be invalid; however, in the interests of certainty, there is a prima facie presumption that both parties hold the capacity to contract. Those who contract without a full knowledge of the relevant subject matter, or those who are illiterate or unfamiliar with the English language, will not often be released from their bargains.
The creation of express trusts in English law must involve four elements for the trust to be valid: capacity, certainty, constitution and formality. Capacity refers to the settlor's ability to create a trust in the first place; generally speaking, anyone capable of holding property can create a trust. There are exceptions for statutory bodies and corporations, and minors who usually cannot hold property can, in some circumstances, create trusts. Certainty refers to the three certainties required for a trust to be valid. The trust instrument must show certainty of intention to create a trust, certainty of what the subject matter of the trust is, and certainty of who the beneficiaries are. Where there is uncertainty for whatever reason, the trust will fail, although the courts have developed ways around this. Constitution means that for the trust to be valid, the property must have been transferred from the settlor to the trustees.
Cotman v Brougham [1918] AC 514 is UK company law case concerning the objects clause of a company, and the problems involving the ultra vires doctrine. It held that a clause stipulating the courts should not read long lists of objects as subordinate to one another was valid.
An objects clause is a provision in a company's constitution stating the purpose and range of activities for which the company is carried on. In UK company law, until reforms enacted in the Companies Act 1989 and the Companies Act 2006, an objects clause circumscribed the capacity, or power, of a company to act. To avoid problems, long and unwieldy 'catch-all' objects clauses were often drafted to include as much potential activity as possible, and thus avoid dealings being found to be ultra vires: the legal position was that any contract entered into beyond the power, or ultra vires, would be deemed void ab initio.
Imperial Hydropathic Hotel Co, Blackpool v Hampson (1883) 23 Ch D 1 is a UK company law case, concerning the interpretation of a company's articles of association. On the specific facts it has been superseded by the Companies Act 2006 section 168, which allows a director to be removed through an ordinary majority resolution of the general meeting.
Rolled Steel Products (Holdings) Ltd v British Steel Corp [1986] Ch 246 is a UK company law case, concerning the enforceability of obligations against a company. The case was one of the last significant cases on ultra vires under English company law before the provisions abrogating that doctrine in the Companies Act 1985 became effective.
Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 is a UK company law case, concerning the enforceability of obligations against a company.
McCutcheon v David MacBrayne Ltd [1964] 1 WLR 125 is a Scottish contract law case, concerning the incorporation of a term through a course of dealings.
Attribution of liability to United Kingdom companies involves the rules of contract, agency, capacity, tort and crime as they relate to UK company law. They establish under what circumstances a company may be sued for the actions of its directors, employees and other agents.
South African company law is that body of rules which regulates corporations formed under the Companies Act. A company is a business organisation which earns income by the production or sale of goods or services. This entry also covers rules by which partnerships and trusts are governed in South Africa, together with cooperatives and sole proprietorships.
Sinclair v Brougham [1914] AC 398 is an English trusts law case, concerning the right of depositors to recover sums which were deposited to a building society under contracts of deposit which were beyond the powers of the building society.
