§ 9-A — Defense of ultra vires

§ 9-a. Defense of ultra vires.\n No act of a corporation formed under this chapter, or of a corporation\nformed under any other statute or special act having as its purpose or\namong its purposes a purpose for which a corporation may be formed under\nthis chapter, and no transfer of real or personal property to or by such\na corporation, otherwise lawful, shall be invalid by reason of the fact\nthat the corporation was without capacity or power to do such act or to\nmake or receive such transfer, but such lack of capacity or power may be\nasserted:\n 1. In an action by a stockholder or member against the corporation to\nenjoin the doing of any act or the transfer of real or personal property\nby or to the corporation. If the unauthorized act or transfer sought to\nbe enjoined is being, or is to be, performed or made under any contract\nto which the corporation is a party, the court may, if all of the\nparties to the contract are parties to the action and if it deems the\nsame to be equitable, set aside and enjoin the performance of such\ncontract, and in so doing may allow to the corporation or to the other\nparties to the contract, as the case may be, such compensation as may be\nequitable for the loss or damage sustained by any of them from the\naction of the court in setting aside and enjoining the performance of\nsuch contract; provided that anticipated profits to be derived from the\nperformance of the contract shall not be awarded by the court as a loss\nor damage sustained.\n 2. In an action by or in the right of the corporation to procure a\njudgment in its favor against an incumbent or former officer or director\nof the corporation for loss or damage due to his unauthorized act.\n 3. In an action or special proceeding by the superintendent or the\nattorney-general to annul or dissolve the corporation or to enjoin it\nfrom the doing of unauthorized business.\n