Jackson Brewing Co. v. Canton

Citations

• 118 La. 823
• 43 So. 454
• 1907 La. LEXIS 815

Syllabus

<p>1. Corporations — Contracts—Un authorized Acts op Officers.</p> <p>Where the charter of a corporation provides that all its corporate powers shall be exercised, and all its business managed, by a board of directors, and that the board shall define the duties of the president and other officers, and it does not appear that the duties of the president or secretary have been defined, those officers have no authority to bind the corporation by the employment of a broker for the purchase of real estate, and. in the negotiation between the broker (assuming by virtue of such employment. to represent the corporation) and the own-1 er of the property, the corporation is not represented; hence no contract can result which can bind it, and, as the.corporation cannot be bound to the owner, the owner is not bound to the corporation.</p> <p>[Ed. Note. — For cases in point, see Cent. Dig. vol. 12, Corporations, §§ 1589-1598.]</p> <p>2. Same — Ratification.</p> <p>When, without the knowledge of any competent corporate authorities, a broker, in the name and behalf of a corporation, negotiates a purchase of real estate, and the owner repudiates the transaction, and withdraws from it, before it is brought to the attention of such authorities, there is nothing for them to ratify.</p> <p>(Ed. Note. — For cases in point, see Cent. Dig. vol. 12, Corporations, § 1707.]</p> <p>(Syllabus by the Court.)</p>