This is the whole case as made by the petition for the writ of habeas corpus.

Although the testimony given on the hearing of the question of contempt was taken down by a stenographer, under oath, no part of it ex cept the evidence of McGarvin, the substance of which is recited in the above order, appears in the transcript.

We are unable from the record before us to say that the circuit court erred in denying the application for the writ of habeas corpus.

The statute requires the application for a writ of habeas corpus to set forth "the facts, concerning the detention of the party restrained, in whose custody he is detained, and by virtue of what claim or authority, if known." R. S. § 754. The return must specify the true cause of detention, and the petitioner, or the party imprisoned "may deny any of the facts set forth in the return, or may allege any other facts that may be material in the case." Such denials or allegations must be under oath, and amendments may be made, with leave of the court, "so that thereby the material facts may be ascertained," and the matter disposed of "as law and justice require." R. S. §§ 757, 760, 761.

to judgment in said matter. 3. For the reason | cannot be assailed collaterally, except upon that said judgment is void, because not based grounds that impeach their jurisdiction. In or founded upon any proceedings in due course Kempe's Lessee v. Kennedy, 9 U. S. 5 Cranch, of law." 173, 185 [3: 70], Chief Justice Marshall, after observing that the words "inferior court" apply to courts of special and limited authority, erected on such principles that their proceedings must show jurisdiction, said: "The courts of the United States are all of limited jurisdiction, and their proceedings are erroneous if the jurisdiction be not shown upon them. Judg ments rendered in such cases may certainly be reversed, but this court is not prepared to say that they are absolute nullities, which may be totally disregarded." In McCormick v. Sullivant, 23 U. S. 10 Wheat. 192, 199 [6: 300], where the question was whether a decree in a suit in the Federal District Court of Ohio, which did not show that the parties were citizens of different States, was coram non judice and void, the court said that the reason assigned for holding that decree void "proceeds upon an incorrect view of the character and jurisdiction of the inferior courts of the United States. They are all of limited jurisdiction; but they are not, on that account, inferior courts in the technical sense of those words, whose judg ments, taken alone, are to be disregarded. If the jurisdiction be not alleged in the proceedings, their judgments and decrees are erroneous, and may, upon a writ of error or appeal, The present application does show in whose be reversed for that cause. But they are not custody and by virtue of what authority the absolute nullities." And in Galpin v. Page, appellant is detained; but it sets forth the facts 85 U. S. 18 Wall. 350, 365 [21: 959, 962], the concerning his detention so far only as they court said: "It is undoubtedly true that a suare disclosed, as above, by the minutes, files, perior court of general jurisdiction, proceedand records of the district court. It is stated ing within the general scope of its powers, is in the brief of appellant's counsel, and the state-presumed to act rightly. All intendments of ment was repeated at the bar, that the differ- law in such cases are in favor of its acts. It is ence between the Savin Case, just determined presumed to have jurisdiction to give the judg[ante, p. 150], and the present case is, that the ments it renders until the contrary appears. misbehavior constituting the contempt with And this presumption embraces jurisdiction which Savin is charged occurred in the court not only of the cause or subject matter of the building and while the court was in session; action in which the judgment is given, but of whereas, the misbehavior with which Cuddy the parties also." The general rule that, unless is charged did not occur in the court build- the contrary appears from the record, a cause ing, nor, so far as the record of the district is deemed to be without the jurisdiction of a court shows, while the court was in session. Circuit or District Court of the United StatesIt was assumed in argument that, under their jurisdiction being limited by the Constino view of the facts, could the misbehavior of tution and Acts of Congress-bas no applicaCuddy be deemed to have occurred in the tion where the judgments of such courts are presence of the court or so near thereto as to attacked collaterally. obstruct the administration of justice, and Unless, therefore, the want of jurisdiction, as therefore his offense, if punishable at all, was to subject matter or parties, appears, in some punishable only by indictment. But both the proper form, every intendment must be made petition for habeas corpus and the record of the in support of the judgment of a court of that district court are silent as to the particular lo- character. The District Courts of the United cality where the appellant approached McGar-States, invested with power to punish, without vin, with a view of improperly influencing his indictment, and by fine or imprisonment, at actions in the event of his being sworn as a their discretion, contempts of their authority, juror in the case of United States v. Young. are none the less superior courts of general juThat which, according to the finding and judg-risdiction, because the statute declares that such ment, the appellant did, if done in the presence power to punish contempts "shall not be conof the court, that is, in the place set apart for strued" to extend to any cases except misbethe use of the court, its officers, jurors, and havior in the presence of the court, misbewitnesses, was clearly a contempt, punishable, havior so near thereto as to obstruct the adminas provided in § 725 of the Revised Statutes,istration of justice, and disobedience or resistby fine or imprisonment, at the discretion of the court, and without indictment. Ex parte Savin, ante, p. 150.

ance to its lawful writ, process, order, rule decree, or command. Rev. Stat. 725. The only effect of this limitation is to narrow the field The district court possesses superior jurisdic- for the exercise of their general power, as tion, within the meaning of the familiar rule courts of superior jurisdiction, to punish conthat the judgments of courts of that character | tempts of their authority.

2.

When the president of a corporation executes, in its behalf, and within the scope of its charter, a contract which requires the concurrence of the board of directors, and the board, knowing that he has done so, does not dissent within a reasonable time, it will be presumed to have ratified his act.

When a contract is made by any agent of a corporation in its behalf, and for a purpose authorized by its charter, and the corporation receives the benefit of the contract, without objection, it may be presumed to have authorized or ratified the contract of its agent.

3. A lease made by one railroad corporation to another, neither of which is expressly authorized by law to enter into the lease, is ultra vires and void.

The record in the present case shows that the | what sufficient—ultra vires-contracts for conappellant was before the court; that testimony tinuous line of transportation-bridge contract was heard in respect to the matter of contempt; valid-contract of railroad companies valid— and that the appellant testified in his own be- contract ultra vires does not become valid by behalf. The judgment being attacked collateral-ing executed.. ly, and the record disclosing a case of contempt, and not showing one beyond the juris-1. diction of the court, it must be presumed, in this proceeding, that the evidence made a case within its jurisdiction to punish in the mode pursued here. We do not mean to say that this presumption as to jurisdictional facts, about which the record is silent, may not be overcome by evidence. On the contrary, if the appellant bad alleged such facts as indicated that the misbehavior with which he was charged was not such as, under section 725 of the Revised Statutes, made him liable to fine or imprisonment, at the discretion of the court, he would have been entitled to the writ, and, upon proving such facts, to have been discharged. Such evidence would not have contradicted the record. But he made no such allegation in his application, and so far as the record shows, no such proof. The general averment, in the petition, that he was detained in violation of the Constitution and laws of the United States, and that the district court had no jurisdiction or authority to try and sentence him, in the manner and form above stated, is an averment of a conclusion of law, and not of facts, that would, if found to exist, displace the presumption the law makes in support of the judgment. As it was neither alleged nor proved that the contempt, which the appellant was adjudged, upon notice and hearing, to have committed, was not committed in the presence of the court, and as his misbehavior, if it occurred in its presence, made him liable to fine or imprisonment, at the discretion of court, it must be held that the want of jurisdiction is not affirmatively shown; consequently, that it does not appear that error was committed in refusing the writ.

4.

5.

6.

Where the charter of a railroad corporation, or the general laws applicable to it manifest the intention of the Legislature, for the purpose of securing a continuous line of transportation of which its road forms part, to confer upon it the power of making contracts with other railroad or steamboat corporations to promote that end, such contracts are not ultra vires.

The bridge contract, mentioned in the opinion,

in regard to the bridge across the Mississippi River at Keokuk, was a lawful and valid contract as between the Bridge Company and the Indiana Central Company.

The laws of Pennsylvania authorized the Pittsburgh and Pennsylvania Companies to assume the obligation of that contract with the Bridge Company, either directly or through the intervention of the Indiana Central Company; the Bridge Company was a railroad company, and the bridge a railroad, within the meaning of the Pennsylvania statutes, its principal purpose and use being the passage of railroad trains.

7. A contract made by a corporation, which is un

lawful and void because beyond the scope of its
corporate powers, does not, by being carried into
execution, become lawful and valid; but the
proper remedy of the party aggrieved is by dis-
affirming the contract, and suing to recover, as
on a quantum meruit, the value of what the de-
fendant has actually received the benefit of.
[Nos. 11, 13.]

Whether the attempt to influence the conduct of the term trial juror, McGarvin, was or was not, within the meaning of the statute, misbehavior so near to the court "as to obstruct the administration of justice," however distant from the court building may have been the place where the appellant met him, is a question upon which it is not necessary to ex- Argued Jan. 25, 1888. press an opinion.

For the reasons stated, the judgment below is affirmed.

Decided May 13, 1889.

APPEALS from a decree of the Circuit

Court of the United States for the Northern District of Illinois, for the recovery by the Co., from the Pittsburgh, Cincinnati and St. complainant, the Keokuk and Hamilton Bridge Louis Railway Co., and the Pennsylvania Railway Company, of the sum of $153,791.29, with costs for deficiencies in toll for the use of plaintiff's bridge under a contract executed at the request of these two railroad companies by the

THE PENNSYLVANIA RAILROAD COM- Columbus, Chicago and Indiana Central Rail

PANY, Appt.,

0.

THE KEOKUK AND HAMILTON

BRIDGE COMPANY.

(See S. C. Reporter's ed. 371-390.) Ratification, by corporation, of agent's act— NOTE.-See note to Parsons v. Armor, 3 Peters, 7 L. ed. 726, for collection of authorities.

road Company. Affirmed.

The facts are stated in the opinion. Mr. George Hoadley, for appellants: The C. C. & I. C. R. Co. was a corporation of Ohio, Indiana and Illinois. This made it a separate corporation of each of the States quoad the franchises conferred by and the property situate within such State.

Ohio & M. R. Co. v. Wheeler, 66 U. S. 1

The railroads of the Pennsylvania Railroad Company from Philadelphia to Pittsburgh in Pennsylvania, of the Pittsburgh, Cincinnati and St. Louis Railway Company from Pittsburgh to Columbus in Ohio, of the Columbus, Chicago and Indiana Central Railroad Company from Columbus to the state line between Indiana and Illinois, and of the Toledo, Peoria and Warsaw Railway Company from that state line to Hamilton in Illinois, with the bridge of the Keokuk and Hamilton Bridge Company across the Mississippi River between Hamilton and Keokuk, and the road of the Des Moines Valley Railroad Company from Keokuk to Des Moines in the State of Iowa, form a continuous line of railroad transportation from Philadelphia, on the East, to Des Moines on the West. For the sake of brevity, we shall speak of those companies respectively as the Pennsylvania Company, the Pittsburgh Company, the Indiana Central Company, the Peoria Company, the Bridge Company and the Des Moines Company.

After the original bridge contract had been drawn up, and before it had been executed, the Indiana Central Company entered into an indenture with the Pittsburgh and Pennsylvania Companies, by which it leased its franchises and road and all lands and property connected with the use thereof, to the Pittsburgh Company for ninety-nine years, and the Pennsylvania Company guarantied the performance of all the covenants of the Pittsburgh Company as lessee.

The thirteenth and the sixteenth articles of that lease clearly manifest that one of its chief objects was to establish a continuous line for quick transportation from Pennsylvania to the West, and to procure freight and passengers at each end of the line; and they contain special provisions calling for action of the Pennsylvania Company, as well as of the Pittsburgh Company, so as to promote that object.

a continuous line of railway in connection with the road or roads of" the Pennsylvania Company, that this company guaranties to the Indiana Central Company that the Pittsburgh Company will keep and perform all its covenants, and that, upon its failure or default to do so, the Pennsylvania Company will, upon written notice of the kind and nature of such failure or default, keep and perform those covenants; in which event it is agreed that it shall be entitled to all the benefits that might accrue therefrom to the Pittsburgh Company.

The sixteenth article of the lease declares that it is in consideration of the benefits so accruing to the Pennsylvania Company, by reason The bridge was built under a contract, dated of the covenants of the lessor and of the lessee, January 19, 1869, made by the Bridge Com-"in the forming, maintaining and operating of pany with the Indiana Central Company, the Peoria Company, the Des Moines Company, and a fourth railroad company (the Toledo, Wabash and Western Railway Company), whose railroad connected with the bridge at Hamilton. By that contract the Bridge Company agreed to begin to construct forthwith across the Mississippi River at Keokuk, and to complete by January 1, 1870, "a substantial wrought-iron bridge, suitable for the running of railway trains; "to lay a track upon said bridge, and connect the same with railways belonging to the parties hereto, in such manner and at such points as may hereafter be agreed upon;" and "to maintain and keep in repair in perpetuity the said bridge and track, so that trains may safely cross at all times, except when repairs make it necessary that crossing should be temporarily suspended, or when it shall be necessary to have the draw open for the passage of boats;" and granted to those four railroad companies, in perpetuity, the right to use the bridge for the purpose of passing their trains across the Mississippi River; and they agreed to pay monthly stipulated rates for the transportation of passengers and freight, and, if the gross amount of the rates for freight for any one year should fall below the sum of $80,000, making up the deficiency, each of the four railroad companies contributing in proportion to the tonnage passed by it over the bridge; for which, by a subsequent modification of the contract in June, 1871, was substituted one fourth of such deficiency.

This suit was brought to recover from the Pittsburgh Company and the Pennsylvania Company such deficiencies in the sums payable by the Indiana Central Company under the modified bridge contract since September 1, 1874, amounting to $118,076.89 and interest. The circuit court entered a decree for the plaintiff, in accordance with the prayer of the bill; and the Pittsburgh and Pennsylvania Companies each appealed to this court.

Among those covenants of the Pittsburgh Company, as lessee, which the Pennsylvania Company thus guarantied the performance of, were the covenant in the sixth article to pay to or for the benefit of the Indiana Central Company three tenths of the gross earnings of the property leased, and the covenant in the ninth article, by which the Indiana Central Company assigns to the Pittsburgh Company certain existing contracts for transportation over other railroads not mentioned above, and the Pittsburgh Company "assumes and agrees at its own risk and expense to carry out each and all of said contracts, according to their respective tenors and legal liabilities, receiving and enjoying all benefits to be derived therefrom."

The lease was executed in behalf of each of the three companies parties thereto by its president and secretary, under its seal, and was approved by votes of the directors and of the stockholders of the Indiana Central Company and of the Pittsburgh Company, on or before February 1, 1869, so as to make it valid under the laws of Ohio, and the Pittsburgh Company forthwith took possession of and has since operated the railroad so leased.

The lease does not appear to have been approved by formal vote of the directors or stockholders of the Pennsylvania Company. But, immediately after its execution, the president and directors of this company, in their printed annual report to their stockholders of February The facts on which the Bridge Company 10, 1869, stated that the Pennsylvania Comsought to charge the Pittsburgh and Pennsyl-pany controlled the railway of the Pittsburgh vania Companies for these sums were as fol- Company, as an indispensable connection for the Pennsylvania Railway with the West and

lows:

Southwest," by means of the ownership by | nies, in the exercise of the control asserted by the Pennsylvania Company of more than five millions of the stock and bonds of the Pittsburgh Company, and of the lease from the Indiana Central Company to the Pittsburgh Company, "guaranteed by this company;" and expressed the settled policy of the Pennsylvania Company thereby to secure a continuous line of traffic to Keokuk and westward. The bridge contract was not one of the trans-fication thereof, as well as the original lease portation contracts specified in the ninth article of the lease. But on February 16, 1869, the presidents of the Pittsburgh and Pennsylvania Companies, in their behalf, jointly addressed a formal letter to the president of the Indiana Central Company, referring to the bridge con tract as having been under negotiation, but unexecuted by the Indiana Central Company, at the date of the final execution of the lease, and requesting him, in his official capacity, to execute the bridge contract, "it being understood that the said lessee and Pennsylvania Railroad Company shall assume all the liabilities and obligations and be entitled to all the benefits of said bridge contract, the same as if it had been specifically named and made a part of the ninth article of the said lease."

them under the various contracts above mentioned. From that time the Bridge Company, acting in accordance with the understanding expressed in the letters from the presidents of the Pittsburgh and Pennsylvania Companies to the president of the Indiana Central Company, upon which the latter, in behalf of his company, had executed the bridge contract and the modi

The president of the Indiana Central Company thereupon, in its name and under its seal, executed the bridge contract, and reported to its board of directors at the next meeting, in March, 1869, that he had done so; and the board never in any way repudiated or disapproved his act, or took any action upon the subject.

On February 1, 1870, an amendment of the lease, defining the gross earnings to be accounted for as the annual gross earnings of the road, after deducting, among other things, "the pro rata bridge tolls" and "terminal expenses allowed to other railroad corporations on through business between the East and the West,' was executed by the presidents of the three companies and approved by votes of the directors and stockholders of the Indiana Central Company and of the Pittsburgh Company. This amendment, like the original lease, does not appear to have been approved by formal vote of the directors or stockholders of the Pennsylvania Company. But the annual report made in print by its president and directors to the stockholders a year after, on February 18, 1871, spoke of this company's control of the western traffic, through the Pittsburgh Company, and by means of the lease of the Indiana Central Railroad, as an established fact. On June 6, 1871, the bridge contract was modified so as to have the deficiency in tolls paid to the bridge company by the Indiana Central Company and the three other railroad corporations, parties to that contract, one fourth each, instead of in proportion to tonnage; and the modification was executed by the president of the Indiana Central Company, pursuant to a request of the presidents of the Pittsburgh and Pennsylvania companies, similar in terms to their request upon which the original bridge contract had been executed.

and the amendment thereof, demanded payment directly from the Pittsburgh Company, semi-annually, of the sums payable by the Indiana Central Company for tolls and deficiencies under the modified bridge contract; and for more than three years, from June, 1871, to September, 1874, the comptroller of the Pittsburgh Company, after examining the books of account of the Bridge Company, paid to the Bridge Company the amount both of such tolls and of such deficiencies. Since that time like payments were demanded by the Bridge Company of the Pittsburgh Company, and the tolls only were paid.

The principal positions taken in the argument for the appellants were, that the Indiana Central Company, the Pittsburgh Company and the Pennsylvania Company never authorized their officers to execute the bridge contract, or to bind them by it; and that the contract was beyond the scope of their corporate powers. But the court is of opinion that upon the facts of this case neither of these positions can be maintained.

When the president of a corporation executes, in its behalf, and within the scope of its charter, a contract which requires the concurrence of the board of directors, and the board, knowing that he has done so, does not dissent within a reasonable time, it will be presumed to have ratified his act. Indianapolis Rolling Mill v. St. Louis, F. S. & W. R. Co. 120 U. S. 256 [30: 639]. And when a contract is made by any agent of a corporation in its behalf, and for a purpose authorized by its charter, and the corporation receives the benefit of the contract, without objection, it may be presumed to have authorized or ratified the contract of its agent.

Bank of Columbia v. Patterson, 11 U. S. 7 Cranch, 299 [3: 351]; Bank of United States v. Dandridge, 25 U. S. 12 Wheat. 64 [6: 552]; Zabriskie v. Cleveland, C. & C. R. Co. 64 U. S. 23 How. 381 [16: 488]; Union Gold Mining Co. v. Rocky Mountain Nat. Bank, 96 U. S. 640 [24: 648]; Illinois Pneumatic Gas Co. v. Berry, 113 U. S. 322, 327 [28: 1003, 1005]. This doctrine was clearly and strongly stated by Mr. Justice Story, delivering the judgment of this court, in each of the first two of the cases just cited.

In Bank of Columbia v. Patterson, which was an action brought against a corporation by an administrator to recover for work done by his intestate under contracts with the committee of the corporation, he said: "Wherever a corporation is acting within the scope of the legitimate purposes of its institution, all parol contracts, made by its authorized agents, are express promises of the corporation: and all duties imposed on them by law, and all benefits conferred at their request, raise implied prom

It was on June 13, 1871, after all these transactions had taken place, that the bridge was accepted by the Bridge Company, and was opened for use; and thenceforward it was used by the Pittsburgh and Pennsylvania Compa-ises, for the enforcement of which an action