Epitomized Opinion

Robert and Harry Kangesser offered in writing, July 14, 1919, to sell to Abrams the balance of a 99 year lease on certain property. By the terms of payment specified, Abrams was required to pay $1000, upon acceptance. Abrams did give to Harry K. a check for $10,000, which said Harry K. had certified and kept for several months. Upon failure of the Kangessers to convey the property, Abrams brought suit and discovered that, by certain litigation, interest in the lease had passed, previous to July, 1919, to the Hayden Investment Co., a corporation of which the Kangessers were officers. The Investment Co. was made a defendant but claimed that the Kangessers had no authority to make the contract in question. The evidence indicated that the officers of the company knew of the offer and acceptance, and that Harry K. had possession of the check. Held by court of appeals, in giving order for specific performance: -

1. When a party who has intimate business connection with a corporation, makes a contract, with the knowledge of the officers of said corporation, and which said officers do not attempt to disaffirm, said party may be considered as acting as the agent of the corporation, and the contract is binding.

2. An undisclosed principal may be shown in cases of this kind by oral evidence.