Gregory  v. Patchett,  33  Bea. 595. This  would  seem  appli-
cable to  those  cases  only  in  which  the  shareholders  alone  are
interested,  and  in  which,  although  the  act  done  is  ultra  vires,
yet  it  is  of  a  nature  that  by  conduct  they  may  be  estopped
from  disputing  it. See  Houldsworth  v. Evans,  L. E.,  3
H. L. 263;  Turquand  v. Marshall,  L. E.,  4  Ch. 376. The
purposes  for  which  an  incorporated  company  has  been
established  are  to  be  first  considered  with  reference  to  any
question  as  to  acts  being  or  not  being  ultra  vires;  for
powers  granted  by  parliament  for  a  particular  purpose  can-
not be  exercised  for  other  purposes. Galloway  v. Mayor
of  London,  L. R.,  1  H. L. 34. It  has  already  been  men-
tioned [ante,  p. 403)  that  a  person  applying  for  shares  in  a
company  professing  to  be  formed  for  one  object,  is  not  bound
to  take  them  when  the  scheme  of  the  company  is  materially
changed  and  its  original  objects  departed  from. A  some-
what similar  question  arises  when  a  company  already  esta-
blished deviates  from  the  purposes  for  which  it  was  formed,
and  endeavours,  or  the  directors  endeavour,  to  change  the
character  of  the  original  undertaking,  or  add  to  the  branches
of  its  original  business. See  J. S. Discount  Co. v. Brown,
Li. R.,  3  Eq. 139,  particularly  last  paragraph  of  the  judg-
ment, p. 151;  and  S. C,  L. R.,  8  Eq. 381. In  most  cases
of  this  description,  any  single  shareholder  may  apply  for  the
interposition  of  the  Court  of  Chancery,  upon  the  ground  that
the  acts  proposed  are  ultra  vires  of  the  company,  and  not
of  a  nature  that  a  mere  majority  of  the  shareholders  can
sanction. See  Bloxam  v. Metr. R. Co.,  L. R.,  3  Ch. 337;
Zulueta's  Claim,  L. R.,  5  Ch. 444. And  if  money  of  the
company  has  been  applied  by  the  directors  of  their  own
autllOrity,  and  without  the  knowledge  and  sanction  of  the
company,  for  the  purpose  of  carrying  out  such  unauthorized
undertakings,  the  directors  must  make  good  the  money  so
misapplied. J. S. Discount  Co. v. Brown,  L. R.,  3  Eq. 139;


Acts  ultra  and  intra  Vires. 429

see  Land,  ^c. Co. v. Ld. Fermoy,  L. R.,  5  Ch. 763,  ante,  company  esta-
p. 422. 