
    No. 751
    EUCLID 102nd MARKET CO. v. HEARN CONST. CO.
    Ohio Appeals, 8th Dist., Cuyahoga Co.
    No. 5567.
    Decided March 30, 1925
    313. CORPORATIONS—Minutes of are binding upon it, but not upon third persons who. have not assented thereto. Answer of witness in regards to contents of minutes, incorporates them into record. Error would not be committed in this respect for court to refuse to admit the record of minutes, itself.
   SULLIVAN, J.

The Héarn Construction Co. brought an action in the Cuyahoga Common Pleas against the Euclid 102nd Market Co., for money on a contract. A corporation was organized by the Market Co. and the Construction Co. was called in for discussing the feasibility of constructing the building.

At a board of directors meeting a resolution was passed, about which there is conflict as to substance, in which Mr. Hearn of the Construction Co. was authorized to proceed and prepare for submission plans and specifications. After several sets of plans and specifications had been submitted by the Construction Co. the contract was not awarded to it but to another contractor who constructed the' building. The jury found for the Construction Co. in the sum of $5069.85, the amount being based upon a general custom in vogue for that class of work amongst architects.

Error was prosecuted and it was claimed that the court below committed prejudicial error in that it refused upon proper offer, to admit the minutes as to the actual motion or resolution passed by the Board of Directors in regards to the plans and specifications. It was claimed by the Market Co. that the resolution was that Hearn could make plans and estimates and that he could bid the same as any body else, but if he lost the bid, the Market Co. would be under no obligation to him. The Construction Co. maintained that the motion was in substance as follows:—“That the Construction Co. be authorized to prepare plans and specifications according to sketches submitted, and that they return them or have them ready in one week from that date.” The Court of Appeals held:

Attorneys—Squire, Sanders & Dempsey for Market Co.; Stearns, Chamberlain & Royon for Construction Co.; all of Cleveland.

1. The minutes of a corporation while binding upon itself, are not binding upon third persons who have not assented thereto.

2. The assent must apply not to oral conversations between the board and the third persons at the meeting, or to the statement of the motion by the president of the Board, bu; to the record itself; and there was no evidence in the record of any assent on part of Hearn.

3. The answer to a question of counsel during the course of the trial, concerning the contents of the minutes involved, incorporates them into the record for it cannot be presumed that counsel was not incorporating in his interrogatory to the witness, the exact language of the minutes.

4. This, forces the conclusion that without any refusal on part of the court, the jury had either the exact language of the minutes or the substance thereof, and thus the refusal of the court to admit the record itself created no prejudicial error in this respect.

5. “Where evidence in a case is conflicting, a reviewing court will not pass upon the weight of the evidence providing there was some evidence upon all points necessary to sustain the verdict and judgment.”

Judgment affirmed.  