Gannon v. Baker

The issue in this case is whether minutes of a corporate meeting constitute a written agreement of persons present precluding parol evidence concerning the agreement. We hold, in the circumstances presented, that they do not.

John P. Gannon and Bill Nail were each fifty-percent owners of J & B Sign Co., an outdoor sign business. In 1976, Gannon and Nail agreed to bring in John H. Baker, III, as a co-owner. At an organizational meeting, the parties agreed that Baker would hold sixty percent of the corporation’s stock, while Gannon and Nail would each hold twenty percent. Additionally, the…