The by-laws of the corporation made it the duty of the president to sign all contracts first approved by directors. At the first board meeting, a resolution was passed authorizing the president and secretary (jointly) to sell corporate real estate, as they deemed advisable. Within 15 days of the death of the secretary, Black (P) presented a writing showing a purported agreement by the president individually to convey two lots of land. The president, Mrs. Harrison, refused to act on the writing citing a lack of authority and misunderstanding on the matter.

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