Dissenting Opinion by HARRELL, Judge, which BELL, C.J., and RAKER, J., join.
I dissent. Cordelia Smith lacked legal capacity to bind the guardianship of Clifton Dominick Smith with regard to the deed of trust and deed of trust note at issue in this case. Accordingly, the guardianship possessed a valid defense to M & T Bank’s collection efforts concerning the note. It is of no material consequence to my analysis that M & T Bank concededly is a holder in due course of the instrument.
I.
A holder in due course takes an instrument subject to several “real” defenses, including lack of legal capacity of the maker, if it took with notice that a party had such a defense. Maryland Code (1975, 2002 Repl.VoL), §§ 3-302, 3-305. Regarding the validity of an instrument, “[i]f an instrument is taken from a fiduciary for ... value, the taker has knowledge of the fiduciary status of the fiduciary, and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty ... [njotice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.” *412Maryland Code, Commercial Law, § 3-307. Maryland law protects an individual represented by a guardian if the person dealing with the guardian has “actual knowledge or ... reasonable cause to inquire whether a guardian is improperly exercising his [or her] power.” Maryland Code (1974, 2001 Repl.Vol.), Estates & Trusts Article, § 13-219.1
As noted by the Majority opinion, it is beyond cavil that Cordelia Smith signed both of the instruments for the refinancing at issue here in her capacity as guardian and fiduciary under District of Columbia law, and M & T Bank, as successor in interest to the original payee/secured party of the instruments, had notice of this fact. Majority op. at 381-82, 952 A.2d at 243-44. The questions remaining are whether she did so in breach of her fiduciary duties and, if so, whether the breach gave rise to a valid “legal incapacity” defense on the part of Clifton Smith’s guardianship against M & T Bank, as a holder in due course.
II.
Petitioner argues that Smith lacked the legal capacity to sign the promissory note under District of Columbia law and that the Guardianship of Clifton Smith thus has a defense against the collection efforts of M & T Bank, even though the latter was a holder in due course. The Majority opinion dismisses this argument. According to the Majority, “[l]egal capacity and legal authorization are different concepts entirely” and legal capacity relates only to whether “Ms. Smith’s appointment as guardian was in any way defective.” Maj. Op. at 392, 400, 952 A.2d at 250, 254. In my view, the Majority too narrowly limits the meaning of the term “legal capacity” to legal status. The Comment to the Uniform Commercial Code (UCC) (adopted in Maryland) is more expansive. According to the Comment, one may advance a lack of legal capacity *413where the act taken was ultra vires. Maryland Code (1975, 2002 RepLVol.), § 3-305(a)(l)(ii), Official Comment.
Such incapacity is largely statutory. Its existence and effect is left to the law of each state. If under the state law the effect is to render the obligation of the instrument entirely null and void, the defense may be asserted against a holder in due course.
Id.-, see also Samuel Wxlliston & Richard A. Lord, A Treatise on the Law of Contracts § 60:44 (4th ed. 2000) (noting that an entity may lack legal capacity and have a defense to the enforcement of an instrument because its actions were ultra vires and that whether the defense voids the obligation of the entity depends on state law).2
We have defined “ultra vires” as “ ‘denoting] some act or transaction on the part of a corporation which, although not unlawful or contrary to public policy if done or executed by an individual, is yet beyond the legitimate powers of the corporation as they are defined by the statutes under which it is formed or which are applicable to it, by its charter or incorporation paper.’ ” City of Frederick v. Pickett, 392 Md. 411, 420 n. 4, 897 A.2d 228, 233 n. 4 (2006) (quoting Penn. R. Co. v. Minis, 120 Md. 461, 488, 87 A. 1062, 1072 (1913)). Although the term is employed most often with regard to private corporations, we have held that other artificial entities similarly may take actions fairly described as “ultra vires.” Id. (noting that the doctrine of ultra vires applies to municipal *414corporations (citing Boitnott v. Mayor of Balt., 356 Md. 226, 738 A.2d 881 (1999); Inlet Assocs. v. Assateague House Condo. Ass’n, 313 Md. 413, 545 A.2d 1296 (1988))); Respess v. City of Frederick, 82 Md.App. 253, 263, 571 A.2d 252, 257 (1990) (noting that a trustee city committed an ultra vires act by violating the limitations on a charitable trust); Carroll Park Manor Cmty. Ass’n., Inc. v. Bd. of County Comm’rs of Frederick County, 50 Md.App. 319, 437 A.2d 689, cert. denied, 292 Md. 595 (1981) (same for trustee county); Bd. of Educ. of Carroll County v. Allender, 206 Md. 466, 475-76, 112 A.2d 455, 460 (1955) (noting that an administrative agency may not perform on an ultra vires contract (citing Coddington v. Helbig, 195 Md. 330, 337, 73 A.2d 454 (1950); Masson v. Reindollar, 193 Md. 683, 69 A.2d 482 (1949); Blundon v. Crosier, 93 Md. 355, 361, 49 A. 1 (1901))). “Even in the ease of a conventional trust, if the trustee goes beyond the scope of the power conferred by the deed or other instrument creating the trust, a court of equity will declare his acts to be ultra vires and legally inoperative.” Johnson v. Hines, 61 Md. 122, 132 (1883).
Given that a conventional trust may act in a way that may be defined as “ultra vires,” it logically may be inferred that a guardian’s acts similarly may be defined as ultra -vires where he/she acts “beyond [his/her] legitimate powers [as] defined by the statutes under which it is formed” or in the document creating it.3 Pickett, 392 Md. at 420 n. 4, 897 A.2d at 233 n. 4 (quoting Minis, 120 Md. at 488, 87 A. at 1072). According to Maryland Code (1974, 2001 Repl.VoI.), Estates and Trusts Article, § 13-213, a guardian’s power to act may be limited in the same sense as any other fiduciary under § 15-102 of the Article. Specifically, the powers of a guardian may be limited within the document creating it and/or by other pertinent law. See Maryland Code (1974, 2001 RephVoI.), Estates & Trusts Article, § 13-215 (“Any limitation on the powers of a guardian *415contained in a will or other instrument which nominated a guardian should ordinarily be imposed by the court on the guardian.”); Id. § 15—102(b)(2) (“Except as expressly limited in the governing instrument, the powers of a fiduciary under this section are in addition to those derived from common law, statute, or the governing instrument.”).
As noted above, whether an act is ultra vires depends on the laws of the jurisdiction in which the subject entity was formed because those laws govern the entity and establish the limitations on its powers. Pickett, 392 Md. at 420 n. 4, 897 A.2d at 233 n. 4. We have ruled on more than one occasion that when the issue is the internal workings of a corporation, the law of the jurisdiction of incorporation governs the rights and responsibilities of the parties involved. Tomran, Inc. v. Passano, 391 Md. 1, 17, 891 A.2d 336, 346 (2006) (citing Gilman v. Wheat, First Sec. Inc., 345 Md. 361, 370-71, 692 A.2d 454, 459 (1997); N.A.A.C.P. v. Golding, 342 Md. 663, 674, 679 A.2d 554, 559 (1996); Stockley v. Thomas, 89 Md. 663, 43 A. 766 (1899)). Similarly, with regard to trusts, the Court has held that a trust agreement and the actions that a fiduciary legitimately may take under that agreement should be construed applying the law of the jurisdiction in which the trust w as formed, even if the trust property is within Maryland’s boundaries and the trust was formed elsewhere:
The trust agreement should be construed according to the law of Illinois, not because the law of Illinois by its own force is operative in Maryland, but because by that part of the common law of Maryland known as the conflict of laws the construction of the trust agreement depends upon the law of Illinois. The only law in force in Maryland is its own law (including the laws of the United States). Within constitutional limitations, the State of Maryland ‘theoretically could draw a line of fire around its boundaries’ and recognize nothing concerning property within its boundaries that happened outside. ‘But it prefers to consider itself civilized and to act accordingly.’ Direction Der Disconto-Gesellschaft v. United States Steel Corporation, 267 U.S. 22, *41628, 45 S.Ct. 207, 208, 69 L.Ed. 495; Restatement, Conflict of Laws, § 1.
Staley v. Safe Deposit & Trust Co. of Balt., 189 Md. 447, 454, 56 A.2d 144, 147(1947).
III.
If Smith lacked legal capacity to act under the rules and laws of the District of Columbia, it still must be determined whether the guardianship may be bound by Ms. Smith’s unauthorized act. To answer that, this Court should apply the rules and laws of the District of Columbia. The Majority concludes that M & T Bank did everything required of it under Maryland law to fulfill its due diligence obligation with regard to Smith’ authority to act for the guardianship. According to the Majority opinion, “[i]n the instant case there is no evidence that the original creditor, and certainly no evidence that the respondent here, negotiated the instrument with knowledge that the District of Columbia Court had not authorized the original act. The letters of appointment contained no restrictions on the powers of the guardian.” Maj. Op. at 407, 952 A.2d at 259. The implication of the Majority’s statement, however, is that the guardianship may not be bound by Smith’s actions had the guardianship papers contained restrictions indicating the necessity of court approval before the actions at issue could be taken. In that circumstance, the guardianship could not have authorized Smith to act on its behalf and M & T Bank could not have believed reasonably that Smith possessed authority to execute the deed of trust and promissory note in her capacity as guardian. Additionally, the guardianship (through Mr. Hand) properly may assert the defense that Smith lacked the legal capacity to bind the guardianship, a defense that would preclude any responsibility on the part of the guardianship for the acts of Ms. Smith taken in its name, but without legal capacity.
In this case, the court documents creating the guardianship did not limit Smith’s legal capacity to act in the name of the guardianship, but that does not mean that Maryland should turn a blind eye to District of Columbia law that limited her *417capacity. In the special circumstances involving a guardianship, this Court should recognize and apply the laws and rules of the place of formation that affect whether Smith had authority, and therefore legal capacity, to bind the guardianship. A guardianship is an entity of court rule and statute. Its existence is the fruit of a recognition by the approving state that its minors or disabled persons ought to be protected from those who would seek to deal with them. The statutes governing the power of a guardian in both Maryland and the District of Columbia recognize that the authority of a guardian to act with regard to the guardianship must have boundaries, and the courts of these jurisdictions are charged with establishing the bounds. As discussed by the Majority opinion, Maryland’s and the District of Columbia’s statutes vary in their method of protection. In Maryland, limitations on the ability of a guardian to sign a deed of trust and accompanying promissory note would appear normally in the letters of guardianship; in the District, a court must approve such an action each time it is proposed. M & T Bank, as holder in due course, acquired the deed of trust and accompanying promissory note with knowledge that Smith purported to sign those documents in her capacity as guardian under District of Columbia law. Certainly, there was “reasonable cause to inquire” on the part of M & T Bank as to the rules and laws governing the guardianship in the jurisdiction of its creation, because those laws govern the relationship of the guardian to the guardianship, to ensure that Smith was not “improperly exercising [her] power.” Maryland Code (1974, 2001 Repl. Vol.), Estates & Trusts Article, § 13-219. After all, we charge one dealing with a Maryland-formed guardianship with knowledge of the laws of Maryland. See Maryland Code (1974, 2001 Repl.Vol.), Estates & Trusts Article, § 13-219 (“[E]very person is charged with actual knowledge of any limitations endorsed on the letters of guardianship”); Id. § 15-102 (enumerating the powers that a fiduciary, including a guardian, may perform without application to, approval of, or ratification by a court).
*418IV.
The Majority opinion reasons that even applying District of Columbia law to the transaction at issue, “bills obligatory which are secured by mortgages or deeds of trust are separate instruments and can be proceeded on separately.” According to the Majority, “[t]he relevant District of Columbia statute referenced by petitioner apparently relates only to mortgages or other instruments of conveyance.” Maj. Op. at 387, 952 A.2d at 247. Thus, there is “no impediment for the action filed by respondents in the present case to enforce the repayment of the promissory note at issue here.” Id. at 387, 952 A.2d at 247. This view is not supported, however, by the regulatory scheme afforded guardianships in the District of Columbia, which required that Smith obtain court approval to sign either the deed of trust or the deed of trust note. The Majority ignores (in fact fails even to cite) the case principally relied on by Petitioner. In Easterling v. Horning, 30 App. D.C. 225 (1908), the District of Columbia appellate court discussed statutes and rules that limit the authority of a guardian. The court explained that the scheme denies a guardian the legal capacity to sell or encumber real property. Easterling, 30 App. D.C. 225; see District of Columbia Code §§ 21-155, 21-157. Further, the scheme, as Petitioner noted in its brief, denies guardians the legal capacity to “dispose of the ward’s property or encumber it in any way without order of the court.” Easterling, 30 App. D.C. 225; see District of Columbia Rule of Probate Court 221(f). Taken together, the District’s rules and statutes are intended to render void exactly the type of action taken by Smith in this case. Easterling, 30 App. D.C. 225 (“[TJhese statutes and rules, taken as a whole, render void any attempt by a guardian to pledge or otherwise dispose of the title to property which the law says is in the infant, in any other way than that provided therein.”). Certainly, by signing a promissory note intended to hold liable Clifton Smith, as ward, Cordelia encumbered Clifton’s property without order of the court. As noted by the District of Columbia court “it was the duty of the guardian to preserve and protect [the ward’s] estate, saving it for her use and *419maintenance, and not to dispose of any portion of it, [according to the District of Columbia guardianship scheme,] unless authorized to do so by the court.” Easterling, 30 App. D.C. 225. According to these principles, embodied in the laws and rules controlling a guardianship created in the District of Columbia, Cordelia Smith’s execution of the note and deed of trust documents in the name of the guardianship should be declared a nullity as to the guardianship.
In sum, Cordelia Smith lacked the legal capacity to bind the guardianship of Clifton Smith as to the promissory note later acquired and held in due course by M & T Bank. This lack of legal capacity, arising out of the principles of guardianship embraced under Maryland and District of Columbia law, should render void any attempt made by Ms. Smith to bind the guardianship to re-pay M & T Bank.4 “Within constitutional limitations, the State of Maryland theoretically could draw a line of fire around its boundaries and recognize nothing concerning property within its boundaries that happened outside. But it prefers to consider itself civilized and to act accordingly.” Staley, 189 Md. at 454, 56 A.2d at 147 (internal quotation omitted). For these reasons, I am unable to join the Majority opinion and, accordingly, would reverse the judgment.
Chief Judge BELL and Judge RAKER have authorized me to state that they join in this dissent.
. In Maryland, every person is charged additionally with actual knowledge of any limitations endorsed on the letters of guardianship. Maryland Code (1974, 2001 Repl.Vol.), Estates & Trusts Article, § 13-219. In the present case, the District of Columbia equivalent of letters of guardianship included no explicit limitations.
. Specifically, the Comment notes that the legal capacity defense "covers mental incompetence, guardianship, ultra vires acts or lack of corporate capacity to do business, or any other incapacity apart from infancy.” Maryland Code (1975, 2002 Repl.Vol.), § 3-305(a)(l)(ii), Official Comment. The first two of these indicate, as the Majority finds, that legal capacity implicates one’s legal status. The Majority misses the clear implication of the latter situations that incapacity may mean also a lack of authority to act whether such an act is ultra vires, outside of corporate capacity, or some other incapacity. These latter situations further indicate that a guardian, although properly appointed, may lack legal capacity to act if an action taken is outside his or her authority, regardless of whether that action is to be regarded as "ultra vires.” As I conclude that a guardian may commit an act that is describable properly as "ultra vires,” this analysis is relegated to "footnote land.”
. “The relation between guardian and ward, like the relation between trustee and beneficiary, is a fiduciary relation.” Restatement (Second) of Trusts, § 7 (1987).
. Under the holding announced today, a newly appointed guardian may walk briskly from the courthouse in the District of Columbia, hop on the Metro, and be whisked away to Maryland, all the while any statutory restriction on his or her authority evaporating en route. The liberal protections afforded the ward and the ward's assets apparently stop at the border.