McKibbin v. Hulton Dyeing & Finishing Co. , 227 Pa. 153 ( 1910 )

Per Curiam,

February 14, 1910:

This action was to recover the price of real estate which the president of the corporation defendant agreed in writing in its name to purchase from the plaintiff. It is undisputed that the president was without authority to bind the corporation by such a contract and was forbidden by the by-laws to do so, and that no action was taken by the board of directors in relation to it. There was no evidence that any of the directors or any of the officers of the company except the president had knowledge of it. By the terms of the contract one year was allowed for settlement, and the defendant went into possession under a lease for one year, collected rent from the subtenants and paid rent to the plaintiff. The collection and payment of these rents was relied on by the plaintiff as a ratification by the corporation of the contract of sale. The lease was not a part of the contract of sale. It was a separate and distinct contract in writing, complete in itself, and there was nothing on its face to show that it had any connection with the contract of sale. No ratification of it could be considered as a ratification of the unauthorized contract of sale, of which the directors had no knowledge.

The judgment is affirmed.