
    No. 227
    BRYANT HEATER & MANFG. CO. v. KIDD
    Ohio Appeals, 8th Dist., Cuyahoga County
    No. 4912.
    Decided Dec. 17, 1923
    313;. CORPORATIONS — President and general manager cannot bind corporation by contract of employment where by-laws provide that contracts must be signed by president and secretary.
    475. ESTOPPEL — Doctrine of estoppel cannot be invoked by employe of corporation when circumstances are such as to compel inquiry of right to employ for extended period.
    Attorneys — Austin & Kirkbride, for Bryant Co.; Snyder, Henry, Tilden, Ford & Seagrave, for Kidd, all of Cleveland.
   LEVINE, J.

Epitomized Opinion

Kidd recovered judgment against defendant

Published Only .in Ohio Law Abstract

company in Cleveland Municipal Court on alleged contract of employment. She was in the employ of this company as stenographer. The president and general manager authorized her to write in the name of the company, a •communication directed to her, whereby she was to be employed by it as stenographer for .a period of two years at $150 per month for the first year and $165 the second. It was signed, the Bryant Heater & Mfg. Co., C. L. Bryant, General Manager. The constitution and by-laws provided that the president and secrttary should sign all contracts. At this time there was a dissention between Bryant and the directors, and this was known. This contract was not known to the directors until a year after it was entered into. In reversing the judgment, the Court of Appeals held:

1. The general manager has the power to enter into contract of employment with stenographers and clerks, but it cannot be contended that it is necessary to bind the corporation with a contract of employment for two years in order to engage a stenographer. Persons of ordinary prudence would be aware of that fact and should therefore- be on their guard and make inquiry into the authority.

By the express language of the constitution and by-laws, the authority to sign contracts is lodged in two persons only, the president and secretary, and the president -or general manager could not bind the corporation.

2. The doctrine of estoppel cannot be invoked because the circumstances surrounding the transaction were sufficient to put a person of ordinary prudence on inquiry.  