
    DISSETTE v. CUTLER CO.
    Ohio Appeals, 8th Dist., Cuyahoga Co.
    Cline & Patterson, Cleveland, for Dissette.
    Thompson, Hiñe & Flory, Cleveland, for Cutler Co.
   VICKERY, J.

CONTRACTS.

(150 O) Where a real estate company’s board of directors pass a resolution, by a majority vote, to issue to their attorney fully paid-up capital stock as compensation in full for past legal services rendered to the company, to which recompense the attorney assents, the proceedings constitute the making of a valid contract, binding upon the company.

ATTORNEY AND CLIENT.

(40 C2) A valid contract to issue fully paid-up stock as compensation for legal services cannot be avoided by a prior agreement, since anything taking place prior would be merged into or changed by the subsequent contract.

CORPORATIONS.

(160 Oa) A valid contract to issue fully paid-up stock as compensation for legal services cannot be avoided by a plea that, although the president of the company signed the contract, he was unaware of its contents, because an able business man cannot evade his responsibility by saying that he did not read a contract which he signed.

DEBTOR AND CREDITOR.

([210 A) A valid contract to issue fully paid-up stock as compensation for legal services rendered cannot be avoided by the plea of an accord and satisfaction, because, until there had been a satisfaction, neither party would be bound by the so-called accord.

(Sullivan, P. J., and Levine, J., concur.)

HISTORY: — Action in Common Pleas by Dissette v. Cutler Co. asking mandatory injunction to have transferred to him on books of Co. certain shares of stock. Heard on appeal. Decree for plaintiff.

For reference to full opinion, see Omnibus Index, last page, this issue.  