Jurisdiction(s):
United Kingdom

Key definition

Ultra vires definition

What does Ultra vires mean? Ultra vires describes action taken without legal power—i.e. beyond the powers conferred by a company’s constitution or by statute. In UK company law (England & Wales, Scotland and Northern Ireland), the Companies Act 2006 largely removes ultra vires as a ground to invalidate transactions with third parties: companies generally have unrestricted objects; a lack of capacity does not affect a transaction’s validity (s39), and persons dealing in good faith are protected (s40). However, acting beyond the company’s constitution or directors’ authority may still breach directors’ duties (notably the duty to act within powers, s171), expose directors to personal...

Equitable subrogation and unjust enrichment: elements, leading cases, insurance and lending applications, defences, and mortgage fraud example

Published by a LexisNexis Dispute Resolution expert

Practice notes

What is subrogation?

Subrogation is an equitable device designed to prevent unjust enrichment by allowing one party to step into another’s position and pursue a claim in that person’s name. For further guidance on unjust enrichment generally, see Practice Notes:

Unjust enrichment—elements of the claim
Unjust enrichment—defences

When might subrogation arise?

The term subrogation is a convenient description of a transfer of rights from one person to another, occurring by operation of law in a wide range of circumstances, and happening without assignment or the assent of the person from whom the rights pass. Some rights arising by subrogation have a contractual origin, as in the context of insurance contracts. Reflecting many differing situations recognised by the operation of law...

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Web page updated on 21/05/2026

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