Legal Terms: Ultra Vires & Vis Major

• These notes cover various legal terms and doctrines.

Ultra Vires

• Refers to actions beyond the scope of one's power or authority.
• An unauthorized act by an officer or corporate body exceeding its capacity is invalid.
• If an officer or body acts within its powers, it is 'intra vires.'
• Ultra vires acts lie beyond a corporation's authorized actions, especially those not in its corporate charter.
• The term originates from a Latin phrase meaning beyond the power.
• It is the opposite of acting under proper authority, which is 'intra vires'.
• A company's powers are limited to the objectives specified in its Memorandum of Association (MOA).
• Provisions regarding acquiring business, profit sharing, and financial gifts should be defined in the MOA.
• Actions beyond the MOA's specified powers are ultra vires and considered ineffective, even if ratified by all members.
• Charitable contributions must align with the object clause in the MOA.

Vis Major

• A greater or superior force, also an irresistible force.
• Refers to a loss from a natural cause that couldn't be prevented with prudence, diligence and care.
• It is also known as vis divina or superior force.
• This covers inevitable accident or act of God.
• Insurance policies may or may not cover damages from vis major.
• It is a Latin term for "superior force," describing natural events causing damage that are unpreventable by humans.
• Examples include hurricanes, tornadoes, floods, and earthquakes.
• Synonymous terms are act of God, natural disaster, and force majeure.
• Commonly used in contracts to exclude liability for events beyond control.

Volenti Non Fit Injuria

• Translates to "to a willing person, no injury is done" or "no injury is done to a person who consents."
• Under common law, if someone willingly places themselves in a risky position, knowing harm may result, they cannot later sue if harm occurs.
• An injury in a cricket match exemplifies volenti non fit injuria.
• Essential elements include:
  • Free Consent
  • Consent must be voluntary and not obtained by fraud or compulsion
  • The Defendant should not be Negligent at all.
  • Implies that mere Knowledge does NOT IMPLY Assent/consent

Ignorantia Juris Non Excusat

• Ignorance of the law is not an excuse.
• A legal principle specifying that unawareness of a law does not absolve a person from liability for violating it.

Lex Loci Actus

• The law of the place where the act was performed which gave rise to the legal claim.

Lex Nil Facit Frustra

• The law does nothing in vain.
• This law does not fail in dispensing justice.
• Interpretation: Law shouldn't be interpreted to render any part useless.
• Legal application to support law interpretation in line with intended purpose.

Quod Constat Clare Non Debet Verificare

• Means that which is quite clear needs no verification.

In Pari Delicto

• It means when both parties are equally at fault.
• Legal doctrine that prevents plaintiffs from recovering damages if they contributed to the wrong.
• This concept applies to two or more parties equally at fault for a crime or tort.
• It is used in contract, tort, and criminal law.
• It is a equitable defense; Courts are reluctant to award relief to plaintiffs with unclean hands.

De Nova

• Refers to "Fresh' or "New".
• A de nova contract can be substituted in place of the old one.
• Deciding issues without reference to previous legal conclusion or assumption made by a previous court.
• An appellate court hearing a case “de novo” may refer to the lower court 's record to determine the facts, but will rule on the evidence and matters of law without deferring to that court's findings.
• Can occur when a court decides an issue without deference to a previous court's decision.
• Trial de novo is when a court decides all issues as if the case was being heard for the first time.
• Used when an appellate court does not accept the factual finding of the lower court

Nemo Dat Quod Non Habet Law

• "No one can give what they do not have".
• A person cannot transfer ownership of something if they do not own it.
• Purchasing from a non-owner does not grant ownership rights to the buyer.
• Exceptions:
  • Sale made under a voidable title or doctrine of estoppel
  • Buyer continues to possess the goods.
  • Owner has acted in a way that would lead the buyer to change positions.
• Estoppel: If the original owner didn't prevent the sale of the goods, the buyer may get a good title
• Sale by a finder: If the finder of lost goods can't find the owner and the owner won't pay the finder, the finder can sell the goods.

Pari Passu

• Describes situations where all people or things are treated equally
• This refers to an equal rate, and being on equal footing.
• It is used in inheritance situations where everyone receives an equal share.
• Also used in liquidation where all parties are paid equally.

Quid Pro Quo

• Means consideration or something for something.
• It is a must for a contract to be valid.
• Agreement for a reciprocal exchange of goods or services.
• Courts may render a business contract void if it appears unfair or one-sided.

Sine Die

• Means for an indefinite period.
• Adjournment of the house sine die means the house is adjourned until further notice.

Sine Qua Non

• Indicates an indispensable and essential action, condition, or ingredient.
• Example: For a contract to be valid the parties must be competent.