Jacksonville M.P. Ry. & Nav. Co. v. Hooper 100 U.S. 514, 16 S.Ct.

379 (1896)

Facts:

Jacksonville M.P. Ry. & Nav. Co. entered into a contract with Hooper for
leasing a hotel at the terminus of the railroad, situated at a beach, distant from any
town.

The public laws of Florida, with regard to the powers of the railroad
companies, provide that every such corporation shall be empowered to purchase,
hold, and use all such real estate and other property as may be necessary for the
construction and maintenance of its road and canal and the stations and other
accommodations necessary to accomplish the objects of its incorporation, and to sell,
lease, or buy any land or real estate not necessary for its use. They are likewise
authorized to erect and maintain all convenient buildings, wharves, docks, stations,
fixtures, and machinery for the accommodation and use of their passengers and
freight business.

The defendant denied that the railway company had duly executed the
instrument sued on and that Alexander Wallace, the president of the company, and
who had executed the lease as such president, had any authority from the company
to do so. The defendant also alleged that such a lease, even if formally executed, was
ultra vires. Lastly, that the agreement to insure was an impossible covenant, as
shown by ineffectual efforts to secure such insurance.

Issue:

1. Whether or not the lease was duly executed

2. Whether or not such lease was ultra vires
3. Whether or not the agreement to secure insurance was an impossible
covenant

Held:

1. Yes. It was executed by that officer of the company who by the by-laws was
the proper agent to perform such function, and as the company went into
possession of and received the rents and profits of the hotel, we conclude
that the company was bound thereby, even if the minutes of the company fail
to disclose authority expressly given to the president to execute the contract.
2. No. Although the contract power of railroad companies is to be deemed
restricted to the general purposes for which they are designed, yet there are
many transactions which are incidental or auxiliary to its main business, or
which may become useful in the care and management of the property which
it is authorized to hold, and in the safety and comfort of the passengers
whom it is its duty to transport. Undoubtedly, the main business of a
corporation is to be confined to that class of operations which properly
 appertain to the general purposes for which its charter was granted. But it
may also enter into and engage in transactions which are auxiliary or
incidental to its main business, which may become necessary, expedient, or
profitable in the care and management of t the property which it is
authorized to hold under the act by which it was created.
3. No. If what is agreed to be done is possible and lawful, it must be done.
Difficulty or improbability of accomplishing the undertaking will not avail the
defendant. It must be shown that the thing cannot by any means be effected.