Under the early common law, an ultra vires contract of a private corporation was absolutely void, on the theory that there being no power to make such a contract, legally there was no contract. It is at the present time well established in practically all jurisdictions that neither an action at law nor in equity can be maintained either by or against a corporation on an ultra vires contract which remains executory as to both parties or has been only partially performed, even though unanimously ratified by the board and stock holders. It is also well settled that where such a contract has been fully performed by both parties, the courts will leave them where they have placed themselves, both being deemed in pan delicto.
Notes and Comments,
When May an Ultra Vires Contract Be Enforced in Washington?,
Wash. L. & Rev.
Available at: https://digitalcommons.law.uw.edu/wlr/vol1/iss3/5