Equity Investors, Inc. v. Ammest Group, Inc.

Foth, J.:

This is an action for specific performance, or alternatively for damages for breach, of a written contract under which the plaintiff corporation agreed to sell all its assets to the defendant corporation in return for shares of defendant’s stock. Trial was to the court, which rendered judgment for the defendant on a finding that the defendant’s officers had not been properly authorized by its board of directors to execute the contract on its behalf.

The deficiency found was that only three of the defendant’s six directors voted to authorize the contract, two voted against the…