Pierson v. Kingman Milling Co.

(dissenting) : I dissent from the judgment of reversal for the following reasons:

First, the secretary and treasurer had no authority to bind the corporation by a life-employment contract. Such a contract could be made only by the board of directors or by authority of that body.

Second, there could be no ratification of a life-employment contract except by the board of directors, and by the board on knowledge, not notice or imputed knowledge but full information of all the facts. (St. John v. Cornwell, 52 Kan. 712, 35 Pac. 785.) The evidence is legally insufficient to establish these essentials…