The English courts are said to carry out the theory of special capacity with "severe consistency." 1 Neither the authorization of an ultra vires contract by all the stockholders,2 nor their unanimous consent to the entry of a judgment against the corporation on such a contract, will result in obligation.3 The decisions waver slightly, however, upon the subject of the quasi contractual obligation to restore benefits received under ultra vires contracts. In a case holding that a joint stock company organized for the purpose of life assurance, which issues policies on marine assurance without complying with the statutory requirements for enlarging the scope of its business, is obliged to return the premiums received on such ultra vires policies, the principle was recognized:

Re Phoenix Life Assurance Co., 1862, 2 Johns. &. Hem. 411: Vice Chancellor Wood, (p. 448): "The Directors, it is true, had no power to issue marine policies, but they had power to receive money, and apply it for the benefit of the Company. It is proved that they did so receive and apply these premiums, and the amount might have been recovered, even at law, as money had and received."

But in the most conspicuous class of cases - that of money borrowed ultra vires - the application of the principle has been restricted to very narrow limits.