1 Despatch Line of Packets v. Bellamy Manuf. Co., 12 N. H. 205. See also Flint v. Clinton Co., 12 N. H. 430; Hayward v. Pilgrim Society, 21 Pick. 270.

§ 396. Again, a corporation may sue and be sued for its acts, or upon its contracts, in like manner as if it were a natural person. It may also sue and be sued by its own members, and may contract with them in the same manner as with any strangers.2 So, also, corporations are liable to a special action fendants; and the concerns of the Boston Iron Company, in the way of business, were wholly transacted by them, and no others, and that such had been the case for a series of years, and this had knowingly been permitted by the defendants, then it was competent for the jury to find that the defendants had notice of these acts of using the signature of Horace Gray & Co. for the Boston Iron Company, as promisors of notes, and to infer that they had sanctioned them. Whether these acts were sufficiently frequent and of such a character as to satisfy the jury that Horace Gray & Co. did so conduct, etc, was wholly left to the jury, under the various instructions given in the case. The court are of opinion that this instruction, as given to the jury by the presiding judge, with this qualification and commentary on the evidence, was correct. The request for instructions assumed a state of facts, which did not constitute the whole case. If the request was founded on the ground that the agents had no authority to use any other name than the corporate name of the defendants, in giving notes, and that it could not be within the scope of their authority to do so, without express authority or without a vote or the production of written authority, then, for reasons already given, we think it was not correct in point of law, and ought not to have been given; but if such authority, like all other authority, could be proved by evidence aliunde, then the only question was, what was their authority, what were its extent and limits, and whether the acts and declarations in question were within its scope; and then it seems to us that it was proper, and the court was bound, to add the qualifications stated, and to submit the question to the jury."

1 Despatch Line of Packets v. Bellamy Manuf. Co., 12 N. H. 205. See also Flint v. Clinton Co., 12 N. H. 430; Hayward v. Pilgrim Society, 21 Pick. 270.

2 Dartmouth College v. Woodward, 4 Wheat. 518; 1 Kyd on Corporations, 13, 69, 189; 1 Black. Comm. 469, 475; Allen v. McKeen, 1 Sumner, 299.

§ 397. In all cases, corporate powers are to be strictly construed, and not to be extended beyond the clear intention of the charter;2 and all powers must be exercised in the manner and form directed in the charter.3 So, also, the acts of the agents of corporations are strictly construed.4 But though a corporation exceed its powers, still, if its act is not illegal and is presumably within its powers, and for its benefit, it will be bound in favor of one who had no notice that it had exceeded its authority, no prejudice being proved.5 The primd facie power of a corporation to contract cannot be insisted upon as to matters concerning which it is expressly, or by reasonable inference impliedly, prohibited from contracting.1

1 Yarborough v. The Bank of England, 16 East, 6; Smith v. Birmingham & S. Gas Light Co., 1 Ad. & El. 526; Townsend v. Susquehannah Turnpike, 6 Johns. 90; 2 Kent, Comm. lect. 33, p. 284; Thayer v. Boston, 19 Pick. 516; Baker v. Boston, 12 Pick. 184; Eastern Counties Railway v. Broom, 6 Exch. 314; 2 Eng. Law & Eq. 406; Watson v. Bennett, 12 Barb. 196; Goodspeed v. East Haddam Bank, 22 Conn. 530.

2 See Governor & Co. of Copper Miners v. Fox, 16 Q. B. 229; 3 Eng. Law & Eq. 420, and Bennett's note; Hood v. New York & New Haven Railroad Co., 22 Conn. 502; Stewart's Appeal,56 Penn. St. 413 (1867).

3 Bank of Augusta v. Earle, 13 Peters, 587; Head v. Providence Ins. Co., 2 Cranch, 167; Bank of U. S. v. Dandridge, 12 Wheat, 68; Runyan v. Coster, 14 Peters, 122; First Parish in Sutton v. Cole, 3 Pick. 232; The People v. Utica Ins. Co., 15 Johns. 358; Sharp v. Johnson, 4 Hill, 92; Dublin Corp. v. Attorney-General, 9 Bligh (n. s.), 395.

4 Mayor, etc, of Colchester v. Lowten, 1 Ves. & B. 245; Case of St. Mary's Church, 7 S. & R. 530; The King v. Bagshaw, 7 T. R. 363; Van-wickle v. Camden & Amboy R. R. Co., 2 Green (N. J.), 162.

5 Royal British Bank v. Turquand, 5 El. & B. 248; 6 ib. 327 (1856). See Taylor v. Chichester, etc, Ry. Co., Law R. 2 Exch. 356 (1867); Brad-street v. Bank of Royalton, 42 Vt. 128 (1869). It is on this ground that corporation carriers are held liable for negligence in carrying passengers beyond their own corporate line, although at the time engaged in business strictly ultra vires. See Buffett v. Troy & Boston Railroad Co., 40 N. Y. 168 (1869); South Wales Railway Co. v. Redmond, 10 C. B. (n. s.) 675 (1861); Wilby v. West Cornwall Railway Co.; 2 H. & N. 703; Bissell v. Michigan Southern Railroad Co., 22 N. Y. 258; Hart v. Rensselaer & Saratoga Railroad, 4 Seld. 37; Cary v. Cleveland & Toledo Railroad Co., 29 Barb. 35. But see Taylor v. Chichester, etc, Railway Co., Law R. 2 Exch. 356.

§ 398. Whether a municipal corporation is bound to pay bonds issued for the raising of volunteers for the army, or for the furnishing of substitutes for persons drafted, depends on the question of its authority.2 Where the citizens of a town which was unable to procure volunteers, under a certain bounty act, voluntarily advanced money to pay extra bounties, with the understanding that the money was to be refunded on the passage of a law of authorization, it was held that an act authorizing taxation to pay all "loans made in good faith," was sufficient authority for the repayment of the money advanced.3 But the corporation is under no legal or moral obligation to pay such bonds, in the absence of authority.4

§ 399. Corporations may be in some cases estopped from denying that their notes, bonds, or other assignable instruments, were beyond their corporate powers, when the same contain recitals of their being valid and in conformity to their acts, especially when the same are held by an innocent indorsee or purchaser.5 So the negotiable notes of a manufacturing corporation, though given by its officers for their own accommodation, are good in the hands of a bond fide holder for value, before maturity, and without notice of the nature of the consideration.6