Hart v. Doss Rubber & Tube Co. , 32 Ga. App. 314 ( 1924 )

Luke, J.

This is a suit to recover damages for the breach of an alleged contract of employment. Upon the trial of the case, at the conclusion of the plaintiff’s evidence, the court, on motion of the defendant, granted a nonsuit, upon the following grounds: “(1) that the evidence in said ease failed to show that the alleged contract sued upon by plaintiff was made by any person authorized to act for and represent the defendant in the making of said alleged contract;” and “(2) that the evidence of plaintiff failed to show that the defendant had made a contract with him, as alleged by him.” To this judgment the plaintiff excepted.

1. “A president of a corporation, merely in virtue,of being such, has not power to bind the company by a contract. Brown v. Bass, 132 Ga. 41 (63 S. E. 788). But such authority may be conferred generally, or specially in the individual case. If the charter or bylaws confer on him general power to contract, a contract made within the scope of such power is binding on the corporation. Or, without this, power in the president to contract for a corporation may be inferred from a course of dealings, or it may ratify his acts. The management of the business of a corporation may be entrusted to its president by express resolution of the directors, or by their acquiescence in a long course of dealing. If he be permitted to carry on the business for a long time and to make contracts for the corporation, contracts made by him, incident to and forming part of the operation of the business, will be binding on it, whether or not expressly authorized by the by-laws or by formal action of the directors.” Potts-Thompson Liquor Co. v. Potts, 135 Ga. 460 (69 S. E. 734), and citations.

2. “An agreement to make and execute a certain written agreement,, the terms of which are mutually understood and agreed on, is in all respects as valid and obligatory as the written contract itself would be if executed. If therefore it.appears that the minds of the parties have met, that a proposition for a contract has been made by one party and accepted by the other, that the terms of this contract are in all respects definitely understood and agreed on, and that a part of the mutual understanding is that a written contract embodying these terms shall be drawn and executed by the respective parties, this is an obligatory agreement.” 13 C. J. 290, citing numerous eases, one of which is Campbell v. Mion, 6 Ga. App. 134, where it was held: “The agreement was complete, however, and the writing would have only been evidence. This would have been true even if the agreement had been within the statute of frauds.”

3. Applying these rulings to the facts of the instant case, the court erred in granting a nonsuit.

Judgment reversed.

Broyles, C. J., concurs. Bloodworth, J., disqualified.