Kiebler Realty Co. v. Miller
This text of 163 N.E. 51 (Kiebler Realty Co. v. Miller) is published on Counsel Stack Legal Research, covering Ohio Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
The George J. Kiebler Co. was issued articles of incorporation in 1922 showing that the corporation was formed for the purpose of buying, selling, and dealing in real estate subject to 8648-8650 GC. Kiebler was elected a member of the Board of Directors and President. Among the regulations adopted, it was provided that “the president shall - - - sign all certificates of stock, deeds, mortgages and other similar papers, etc.-”
Alfred Miller contracted with the Company for the purchase of certain property and a warranty deed was executed by the Company by George J. Kiebler, President, and Herbert Sit-zenstock, Secretary. Miller, the purchaser, refused to accept the deed and carry out the contract. An action was brought in the Lucas Common Pleas by the Company against Miller for specific performance. The prayer of the petition was denied, and the Company appealed the case.
It was contended that the contract was insufficient in form to bind Miller; and that the Company could only sell real estate and execute and deliver a deed to the purchaser by lawful action of the Board of Directors authorizing and approving such sale; and the deed in not reciting authority for that purpose from the Board, is defective.
The Court of Appeals held:- — ■
1. The agreement constituted a valid and enforcible contract between the parties and as to the form, was sufficient in law to be binding upon both of them.
2. The deed of a corporation which is in due form, carries with it a presumption of authority for its execution. Rd. Co. v. Harter, 26 OS. 426; Bank v. Flour Co., 41 OS. 552, 557.
3. However that may be, the regulation adopted by the stockholders expressly authorized the president to sign deeds and similar papers; therefore Kiebler would have the power to have his signatures acknowledged before a notary public and have performed other things incidental to the signing and complete executions thereof.
4. The sale of the property by the president and consummation thereof by execution of proper instruments was within the authority of that officer, and he being the managing officer of the corporation, would have power to make sales without having each separate transaction expressly ratified by the Board of Directors.
The Company is entitled to specific performance.
Decree accordingly.
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Cite This Page — Counsel Stack
163 N.E. 51, 29 Ohio App. 130, 5 Ohio Law. Abs. 195, 1927 Ohio Misc. LEXIS 1240, 1927 Ohio App. LEXIS 593, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kiebler-realty-co-v-miller-ohioctapp-1927.