Ultra vires

Ultra vires ('beyond the powers') is a Latin phrase used in law to describe an act which requires legal authority but is done without it. Its opposite, an act done under proper authority, is intra vires ('within the powers'). Acts that are intra vires may equivalently be termed "valid", and those that are ultra vires termed "invalid". Legal issues relating to ultra vires can arise in a variety of contexts: Companies and other legal persons sometimes have limited legal capacity to act, and attempts to engage in activities beyond their legal capacities may be ultra vires. Most countries have restricted the doctrine of ultra vires in relation to companies by statute. Similarly, statutory and governmental bodies may have limits upon the acts and activities which they legally engage in. Subordinate legislation which is purported passed without the proper legal authority may be invalid as beyond the powers of the authority which issued it. Corporate law In corporate law, ultra vires describes acts attempted by a corporation that are beyond the scope of powers granted by the corporation's objects clause, its articles of incorporation, its by-laws, similar founding documents, or laws authorizing a corporation's formation. Acts attempted by a corporation that are beyond the scope of its charter are void or voidable. An ultra vires transaction cannot be ratified by shareholders, even if they wish it to be ratified. The doctrine of estoppel usually precluded reliance on the defense of ultra vires where the transaction was fully performed by one party. A fortiori, a transaction which was fully performed by both parties could not be attacked. If the contract was fully executory, the defense of ultra vires might be raised by either party. If the contract was partially performed, and the performance was held to be insufficient to bring the doctrine of estoppel into play, a suit for quasi-contract for recovery of benefits conferred was available. If an agent of the corporation committed a tort within the scope of his or her employment, the corporation could not defend on the ground the act was ultra vires.