DeForest v. Northwest Townsite Co.

Citations

• 241 Pa. 78
• 88 A. 293
• 1913 Pa. LEXIS 738

Syllabus

<p>Corporations — By-laws — Officers — Employees — Authority— Contract — Ratification—Foreign corporations.</p> <p>1. In an action to recover for the breach of a written contract of employment for one year, it appeared that the contract was executed by the president of the defendant corporation; that the by-laws of defendant corporation gave no authority to the president to make any such contract; that there was no ratification, but as soon as the board of directors learned thereof they repudiated it; that plaintiff had been paid for the services rendered by him; and that he sued exclusively for the breach of the contract of employment for the remainder of its term, he having been discharged without cause. Held, the lower court was correct in entering judgment for the defendant.</p> <p>2. A contract with an unauthorized officer of a corporation is not enforceable, unless there is some evidence of ratification, or a course of dealing with the plaintiff, indicating that the officer was vested with authority.</p> <p>3. The fact that in such case the corporation was organized under the laws of another state is not material. It is not an interference with the internal affairs of a foreign corporation to enforce its by-laws in such case.</p>