Koenig v. George Logemann & Sons Co.

176 N.W. 58, 170 Wis. 619, 1920 Wisc. LEXIS 34

• Court: Wisconsin Supreme Court
• Decided: February 10, 1920
• Status: Published

Opinion

Rosekberry, J..

The sole claim of the defendant is that its secretary had no authority to enter into the contract in question. It is claimed by the defendant that the facts in this case do not bring it within Northwestern F. Co. v. Lee, 102 Wis. 426, 78 N. W. 584; Fernekes v. Nugent Sanitarium, 158 Wis. 671, 149 N. W. 393; Milwaukee T. Co. v. Van Valkenburgh, 132 Wis. 638, 112 N. W. 1083; and Swedish American Nat. Bank v. Koebernick, 136 Wis. 473, 117 N. W. 1020. From the evidence it appears that Otto Logemann is not only the secretary and treasurer of the defendant company, but it also appears that he owns $6,000 par value of capital stock of the company, his wife owns $5,000 of such stock, and his father-in-law, Jacob Binzel, owns the remainder, $10,000; that the board of directors for many years has consisted of the three stockholders above named; that the father-in-law was president and the wife was vice-president; that neither of them has taken any active part in the management of the business; that no meeting of the board of directors had been held since 1912, and there had been no meeting of the stockholders since March 4, 1916, at which time a resolution was passed authorizing the secretary and treasurer to sign checks for any amount without their being countersigned by the president; and it appears that Otto was in effect and to all practical intents and purposes the corporation itself. Under the doctrine of the cases above cited the corporation was clearly bound by his act in entering into the contract for the benefit of the corporation.

By the Court. — Judgment affirmed.