cipal are longer permitted to use the doctrine of ultra vires as a sword, but only as a shield in defense of their corporate rights. I think it may be safely said from a review of the modern decisions of the courts that the line of distinction is now well drawn between contracts made without or in excess of authority, and those declared to be illegal or expressly prohibited by statute. The doctrine of ultra vires was at first pormitted to be set up by or against corporations upon the theory that public policy demanded that these artificial persons should be kept strictly within the limits of the powers granted them; it was soon found however that this rule worked a great hardship to parties dealing with such persons in ignorance of their chartered powers, and that the interests of the people would be best subserved by estopping them from denying their power or the authority of their agents to make such contracts, the same as in case of individuals, leaving the government to withdraw or annul their charter in case of its violation, and no good reason would seem to exist why a corporation should be permitted to say that its agent, who made the contract had no authority so to do, while it knowingly and willingly accepts its results and retains its proceeds, while an individual, who under such circumstances has ratified the unauthorized act of his agent is held liable as principal to the same extent as if it had been made by himself. I think the courts have so far receded from the position originally taken on this question that it may be safely said they are quite unanimous now in not permitting a corporation, which has received and retained the benefit of an unauthorized contract, unless it bea contract malum in se, to retain the benefits of such contract and successfully interpose the plea of ultra vires; and I may further say with equal safety that the great weight of authority now denies to the corporation, in case of an executed contract which is neither maluwm in se nor malum prohibitum, the right to retain its proceeds and interpose this plea when sued upon the contract, and that the few remaining courts which still deny the right to sue upon the contract permit a recovery as for money had and received or some similar action. Bank of Augusta v. Earle 13, Pet. 519; Zabriskie v. Ry. Co. 23 How. 391; Ry. Co. v. McCarthy,96 U. S. 258; Hitchcock v. Galveston, 96 U.
