Campbell v. Hospitality Motor Inns, Inc.

The question presented is whether the appellee corporation may be bound on a contract neither expressly authorized nor expressly ratified by its board of directors. The answer to this question turns on well-settled principles of the law of agency.

Directors and officers are agents of the corporation and can bind their principal, the corporation, by their acts. Kimball v. Kimball Bros., Inc. (1944), 143 Ohio St. 500 [28 O.O. 425]. In Kimball, supra, at 506-507, this court also stated that “* * * a corporation * * * may become bound by acquiescing in and ratifying an unauthorized act done on its…