Campbell v. Hospitality Motor Inns, Inc.

I am compelled to dissent. The position taken by the majority in this case defies logic and any sense of fair play. Ratification by acquiescence, in which no formal action by the board of *60directors is required, has never been meant to provide the means for corporate subterfuge.

At the onset, it should be noted that under the former General Corporation Act, in effect when this court decided Kimball v. Kimball Bros., Inc. (1944), 143 Ohio St. 500 [28 O.O. 425], corporate boards of directors were not authorized to act without a meeting. See G.C. 8623-1 (Am. S. B. No. 11, 112 Ohio Laws 9, and…