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<br />C.1 <br />CJ <br />'" <br /> <br />f__J <br /> <br />:-::;.) <br /> <br />'--j <br />'-,.. <br /> <br />corporation in a proceeding to enjoin the doing or the <br /> <br />continuation of any unauthorized act so long ..s the injunction <br /> <br />meets the test of fairness as to the parties concerned. That is <br /> <br />to say, usually a corporation may not employ the doctrine of <br /> <br />ultra vires to escape its obligations under aI:, agreement if it <br /> <br />has already received the benefits of the agreement. See Dillon <br /> <br />v. Myers, supra. <br /> <br />We are of the opinion that a contract between the Company <br /> <br />and the United States to implement salinity control measures is <br /> <br />sufficiently controversial to run the risk of being challenged by <br /> <br />some of the Company's shareholders. <br /> <br />If such challenge were to <br /> <br />occur, we are of the opinion that the significant increase in the <br /> <br />scope and nature of the Company's operations undertaken in <br /> <br />connection with salinity control, and the historic circumstances <br /> <br />under which the Company was organized, raises t,he potential for <br /> <br />an adverse decision as to whether salinity control measures are a <br /> <br />proper purpose of the Company. <br /> <br />Accordingly, we recommend that <br /> <br />the purposes and powers of the Company under its Articles and <br /> <br />organizational state statutes be enlarged to avoid not only the <br /> <br />possibility of litigation over the question of authority with its <br /> <br />attendant expense and delay, but also to avoid an adverse <br /> <br />decision which would hinder salinity control measures for the <br /> <br />Company's laterals. <br /> <br />11 <br />