Salfield v. Sutter County Land Improvement & Reclamation Co.

Citations

• 94 Cal. 546
• 29 P. 1105
• 1892 Cal. LEXIS 724

Syllabus

<p>Rescission of Contract of Sale — Agency — Unauthorized Signature of Name of Corporation — Pleading. —A complaint in an action to set aside a writing, purporting to be a contract for the sale of land belonging to the corporation defendant, which alleges that certain real estate agents, who signed the contract in behalf of the corporation, pretended they had authority from the corporation, by written resolution of .its trustees, to contract for the sale of its lands, but that in fact they .had no such authority, and which sets out the contract in lusa verba, to which the corporate seal is not attached, states a cause of action, although it also alleges that the plaintiffs, before discovering the want of authority, paid a part of the purchase price, and that the corporation re.fused to return the amount paid upon demand of the plaintiffs, claiming the contract to be valid and binding, and had instituted suit against the •plaintiffs to recover a balance due on the contract.</p> <p>-Id. — Statute of Frauds — Written Authority of Agent — Record .of Corporation — Ratification. — The authority of an agent to contract for the sale of land must he in writing, and a corporation can confer authority upon an agent to sell its lands only through its hoard of •directors, when duly assembled, by resolution duly passed and recorded, and a ratification of such authority can only be made in the same manner required for the conferring of original authority.</p> <p>Id. —Ratification by Acts in Pais. —The acts of the corporation in accepting money paid it under the terms of the agreement, and in commencing suit to recover money due by its terms, did not amount to a ratification of the contract.</p> <p>Id. — Election to Avoid Contract. — As the corporation not having authorized or ratified the contract for the sale of its land by written resolution could elect not to be bound by it, the same privilege must be given to the purchaser.</p> <p>Id. —Part Performance of Oral Agreement. ■—The